Vantage Towers AG

Home , CETIN, Goodwill (accounting), Greenshoe, Seniority (financial), Shareholder loan, Vodafone Czech Republic

Prospectus dated March 8, 2021

in the Federal Republic of Germany of 88,888,889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder, of 22,222,222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder, with the number of shares to be actually placed with investors subject to the exercise of an Upsize Option upon the decision of the Existing Shareholder, in agreement with the Joint Global Coordinators, on the date of pricing, and of 13,333,333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder in connection with a possible over-allotment, and at the same time for the admission to trading on the regulated market (regulierter Markt) of the Frankfurt 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) of 505,782,265 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) (existing share capital), each such share with a notional value of EUR 1.00 in the Company’s share capital and full dividend rights as of April 1, 2020 of Vantage Towers AG Düsseldorf, Germany Price Range: EUR 22.50 – EUR 29.00 International Securities Identification Number (ISIN): DE000A3H3LL2 German Securities Code (Wertpapierkennnummer, WKN): A3H 3LL Common Code: 230832161 Ticker Symbol: VTWR

Joint Global Coordinators BofA Securities Morgan Stanley UBS

Joint Bookrunners Barclays Berenberg BNP PARIBAS Deutsche Bank Goldman Sachs Jefferies TABLE OF CONTENTS

Page I. SUMMARY OF THE PROSPECTUS ...... S-1 II. ZUSAMMENFASSUNG DES PROSPEKTS ...... S-8 1 RISK FACTORS ...... 1 1.1 Risks Related to the Group’s Business and Industry ...... 1 1.2 Legal, Regulatory and Tax Risks ...... 13 1.3 Risks Related to the Group’s Separation from Vodafone ...... 16 1.4 Risks Related to the Shares and the Listing ...... 20 2 GENERAL INFORMATION ...... 23 2.1 Responsibility for the Contents of this Prospectus ...... 23 2.2 Purpose of this Prospectus ...... 24 2.3 Validity of this Prospectus ...... 24 2.4 Forward-Looking Statements ...... 24 2.5 Presentation of Financial Information ...... 25 2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis ...... 30 2.7 INWIT Public Disclosure ...... 32 2.8 Cornerstone Financial Information ...... 32 2.9 Negative Numbers and Rounding ...... 32 2.10 Note on Currency ...... 32 2.11 Sources of Market Data ...... 33 2.12 Documents Available for Inspection ...... 34 2.13 Time Specifications ...... 35 2.14 Enforcement of Civil Liabilities ...... 35 3 REORGANIZATION ...... 36 3.1 German Reorganization ...... 38 3.2 The Acquisition of the Towers Business (Other than the German Towers Business) by the Company from VEBV ...... 39 3.3 Change of the Legal Form of the Company ...... 42 3.4 Acquisition of the Remaining 38% of Vantage Towers Greece by CTHC ...... 42 4 THE OFFERING ...... 43 4.1 Subject Matter of the Offering ...... 43 4.2 Price Range, Offer Period, Offer Price and Allotment and Payment ...... 44 4.3 Expected Timetable for the Offering ...... 45 4.4 Information on the Shares ...... 46 4.5 Identification of Target Market ...... 47 4.6 Transferability of Shares and Lock-Up ...... 47 4.7 Existing Shareholder ...... 48 4.8 Allotment Criteria ...... 48 4.9 Cornerstone Investment ...... 48 4.10 Irrevocable Investment ...... 48 4.11 Stabilization Measures, Over-Allotments and Greenshoe Option ...... 48 4.12 Lock-Up Agreement and Limitations on Disposal ...... 49 4.13 Admission to the Frankfurt Stock Exchange and Commencement of Trading ...... 50 4.14 Designated Sponsors ...... 50 4.15 Interests of Parties Participating in the Offering ...... 51 5 PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING 52 6 REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS . . . . . 53 7 DILUTION ...... 54 8 DIVIDEND POLICY ...... 55 8.1 General Provisions Relating to Profit Allocation and Dividend Payments ...... 55 8.2 Dividend Policy ...... 56 9 CAPITALIZATION, INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL 57 9.1 Capitalization ...... 57 9.2 Indebtedness ...... 58 9.3 Indirect and Contingent Indebtedness ...... 58 9.4 Statement on Working Capital ...... 58

i Page 9.5 No Significant Change ...... 58 10 UNAUDITED PRO FORMA FINANCIAL INFORMATION ...... 60 10.1 Introduction ...... 60 10.2 Historical Financial Information Included in the Unaudited Pro Forma Financial Information ...... 61 10.3 Basis of Preparation ...... 62 10.4 Pro Forma Assumptions ...... 63 10.5 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 31, 2020 ...... 66 10.6 Pro Forma Consolidated Income Statement of the Group for the Nine Months Ended December 31, 2020 ...... 73 10.7 Pro Forma Consolidated Statement of Financial Position of the Group as of December 31, 2020 ...... 82 10.8 Examination Report ...... 83 11 NON-IFRS MEASURES ON A COMBINED BASIS ...... 85 11.1 Summary ...... 85 11.2 Reconciliation of Non-IFRS Measures ...... 86 11.3 Segmental Non-IFRS Measures on a Combined Basis ...... 88 11.4 Reconciliations of Segmental Non-IFRS Measures on a Combined Basis ...... 89 12 ALTERNATIVE PERFORMANCE MEASURES ON A PRO FORMA BASIS ...... 92 12.1 Summary ...... 92 12.2 Reconciliation of Alternative Performance Measures on a Pro Forma Basis ...... 93 12.3 Segmental Alternative Performance Measures on a Pro Forma Basis ...... 96 12.4 Reconciliations of Segmental Alternative Performance Measures on a Pro Forma Basis 97 12.5 Consolidated Income Statements of the Group on a Pro Forma Basis by Segment . . . 99 12.6 Revenue Breakdown by Customer for the Twelve Months ended March 31, 2020 on a Pro Forma Basis ...... 104 13 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...... 105 13.1 Overview ...... 105 13.2 Overview of the Group’s Combined Financial Performance ...... 105 13.3 The Vantage Towers Condensed Combined Interim Financial Statements ...... 106 13.4 Segment Reporting ...... 108 13.5 The Vantage Towers Business Model ...... 108 13.6 Key Factors Affecting the Group’s Results of Operations ...... 111 13.7 Results of Operations—Combined Income Statement ...... 118 13.8 Discussion of Combined Statement of Financial Position ...... 122 13.9 Liquidity and Capital Resources ...... 123 13.10 Pension Liabilities ...... 126 13.11 Financial Liabilities, Contingent Liabilities and Commitments ...... 127 13.12 Quantitative and Qualitative Disclosures about Financial Risk Management ...... 127 13.13 Critical Accounting Policies ...... 127 13.14 Additional Information regarding the Audited Unconsolidated Financial Information . 127 14 PROFIT FORECAST ...... 129 14.1 Basis of Preparation ...... 129 14.2 Definitions ...... 130 14.3 Profit Forecast for Vantage Towers ...... 131 14.4 Underlying Principles ...... 131 14.5 Factors Beyond the Group’s Control and Related Assumptions ...... 131 14.6 Factors that can be Influenced by the Group and Related Assumptions ...... 133 14.7 Other Explanatory Notes ...... 134 15 INDUSTRY OVERVIEW ...... 135 15.1 Services ...... 135 15.2 Tower Landscape ...... 135 15.3 Key Drivers of Growth ...... 137 15.4 Markets ...... 141 16 BUSINESS ...... 155 16.1 Overview ...... 155

ii Page 16.2 Key Strengths ...... 156 16.3 Strategy ...... 162 16.4 Overview of the Group’s Segments ...... 170 16.5 The Group’s Site Portfolio ...... 176 16.6 Services ...... 180 16.7 Customers ...... 181 16.8 Tenancies ...... 184 16.9 National Sharing Arrangements ...... 186 16.10 Ground and Rooftop Leases ...... 187 16.11 Operating Model ...... 188 16.12 Organizational Design ...... 191 16.13 Employees and Contractors ...... 194 16.14 Real Property ...... 196 16.15 Intellectual Property ...... 196 16.16 Legal Proceedings ...... 196 16.17 Insurance ...... 197 16.18 Compliance and Risk Management ...... 197 16.19 Risk Management ...... 197 16.20 Environmental, Social and Governance ...... 198 16.21 Material Agreements ...... 200 17 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...... 207 17.1 Material Contracts between the Vantage Towers Group and the Vodafone Group . . . 207 17.2 Transactions with Related Parties in the Past ...... 220 18 REGULATORY ENVIRONMENT ...... 221 18.1 Telecommunications Regulation ...... 221 18.2 Other Laws and Regulations ...... 222 19 INFORMATION ON THE COMPANY’S EXISTING SHAREHOLDER ...... 224 19.1 Current Shareholder ...... 224 19.2 Controlling Interest ...... 224 20 GENERAL INFORMATION ON THE GROUP ...... 225 20.1 Formation, Incorporation, History and Share Capital ...... 225 20.2 Commercial Name, Registered Office and Legal Entity Identifier ...... 225 20.3 Financial Year and Duration ...... 226 20.4 Corporate Purpose ...... 226 20.5 Group Structure ...... 226 20.6 Significant Subsidiaries ...... 227 20.7 Auditor ...... 228 20.8 Announcements and Paying Agent ...... 228 21 DESCRIPTION OF SHARE CAPITAL ...... 229 21.1 Current Share Capital and Shares ...... 229 21.2 Development of the Share Capital ...... 229 21.3 Authorized Capital ...... 229 21.4 Conditional Capital ...... 230 21.5 Authorization to Issue Convertible Bonds and/or Warrant Bonds, Profit Participation Rights or Participating Bonds ...... 231 21.6 Authorization to Purchase and Use Treasury Shares ...... 232 21.7 General Provisions Governing a Liquidation of the Company ...... 236 21.8 General Provisions Governing a Change in the Share Capital ...... 236 21.9 General Provisions Governing Subscription Rights ...... 237 21.10 Exclusion of Minority Shareholders ...... 238 21.11 Shareholder Notification Requirements, Mandatory Takeover Bids and Managers’ Transactions ...... 239 21.12 Mandatory Offers ...... 241 21.13 Transactions Undertaken for the Account of a Person with Management Duties . . . . 241 21.14 Post-Admission Disclosure Requirements ...... 241 21.15 EU Short Selling Regulation (Ban on Naked Short Selling) ...... 242 22 GOVERNING BODIES ...... 243 22.1 Overview ...... 243

iii Page 22.2 Management Board ...... 245 22.3 Supervisory Board ...... 251 22.4 Certain Information Regarding the Members of the Management Board and Supervisory Board, Conflicts of Interest ...... 259 22.5 General Meeting ...... 259 22.6 Corporate Governance ...... 260 23 UNDERWRITING ...... 262 23.1 General ...... 262 23.2 Underwriting Agreement ...... 262 23.3 Commission ...... 263 23.4 Securities Loan and Greenshoe Option ...... 263 23.5 Termination and Indemnification ...... 263 23.6 Selling Restrictions ...... 264 24 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY ...... 266 24.1 Taxation of the Company ...... 266 24.2 Taxation of Shareholders ...... 267 25 FINANCIAL INFORMATION ...... F-1 26 GLOSSARY ...... G-1 27 RECENT DEVELOPMENTS AND OUTLOOK ...... R-1 27.1 Recent Developments ...... R-1 27.2 Outlook ...... R-1

iv I. SUMMARY OF THE PROSPECTUS 1. Introduction containing warnings This prospectus (the “Prospectus”) relates to the public offering in the Federal Republic of Germany (“Germany”) of ordinary registered shares with no par value (Namensaktien ohne Nennbetrag), International Securities Identification Number (“ISIN”) DE000A3H3LL2, of Vantage Towers AG, Legal Entity Identifier (“LEI”) 213800BBQO965UPQ7J59, with its registered business address at Prinzenallee 11–13, 40549, Düsseldorf, Germany (telephone: +49 211 617120; website: www.vantagetowers.com) (the “Company”) and the admission of the entire issued share capital of the Company, comprising 505,782,265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (“Admission”). The shares of the Company will be offered by BofA Securities Europe SA, 51 rue La Boétie, 75008 Paris, France, LEI: 549300FH0WJAPEHTIQ77 (“BofA Securities”), Morgan Stanley Europe SE, Große Gallusstraße 18, 60312 Frankfurt am Main, Germany, LEI: 54930056FHWP7GIWYY08 (“Morgan Stanley”), and UBS AG London Branch, 5 Broadgate, London EC2M 2QS, United Kingdom, LEI: BFM8T61CT2L1QCEMIK50 (“UBS,” and together with BofA Securities and Morgan Stanley, the “Joint Global Coordinators,” and each, a “Joint Global Coordinator”), and Barclays Bank Ireland Plc, One Molesworth Street, Dublin 2, Ireland, D02 FR29, LEI: 2G5BKIC2CB69PRJH1W31, Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany, LEI: 529900UC2OD7II24Z667, BNP PARIBAS, 16, boulevard des Italiens, 75009 Paris, France, LEI: R0MUWSFPU8MPRO8K5P83, Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11–17, 60329 Frankfurt am Main, Germany, LEI: 7LTWFZYICNSX8D621K86, Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9–10, 60329 Frankfurt am Main, Germany, LEI: 8IBZUGJ7JPLH368JE346, and Jefferies GmbH, Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany, LEI: 5493004I3LZM39BWHQ75 (the “Joint Bookrunners,” and each, a “Joint Bookrunner,” and, together with the Joint Global Coordinators, the “Underwriters”). The Company will apply for Admission together with Morgan Stanley, which is acting as listing agent. This Prospectus is dated March 8, 2021 and has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—the “BaFin”) on March 8, 2021 in accordance with Art. 20 para. 2 of Regulation (EU) 2017/1129. The BaFin can be contacted at Marie-Curie-Str. 24–28, 60439 Frankfurt am Main, Germany, by telephone +49 228 4108-0, or via its website: www.bafin.de. This summary should be read as an introduction to this Prospectus. Any decision to invest in the shares of the Company should be based on a consideration of this Prospectus as a whole by an investor. Investors in the shares of the Company could lose all or part of their invested capital. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. 2. Key information on the issuer 2.1 Who is the issuer of the securities? 2.1.1 Issuer information Vantage Towers AG is incorporated as a German stock corporation (Aktiengesellschaft) governed by German law. The Company’s registered office (Sitz) is in Düsseldorf, Germany and it is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany under HRB 92244. The Company can be contacted at its registered business address: Prinzenallee 11–13, 40549 Düsseldorf, Germany, by telephone: +49 211 617120, or via its website: www.vantagetowers.com. The Company’s LEI is 213800BBQO965UPQ7J59. The Company is the ultimate parent company of the Group (as defined in the following paragraph), which in its current form results from a corporate reorganization pursuant to which: (i) the Company acquired Central Tower Holding Company BV (“CTHC”), its subsidiaries and its 33.2% shareholding in Infrastrutture Wireless Italiane SpA (“INWIT”) on December 17, 2020; (ii) CTHC acquired Vantage Towers SA (“Vantage Towers Greece”) and its subsidiaries on December 22, 2020; and (iii) CTHC acquired a 50% shareholding in Cornerstone Telecommunications Infrastructure Limited (“Cornerstone”) on January 14, 2021. Except as otherwise indicated, in this Prospectus the terms “Vantage Towers,” “Vantage Towers Group” and “Group” mean: (i) in the case of statements or information in connection with the audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020, the combined group of entities and business activities comprising Vantage Towers GmbH, the predecessor entity of the Company (from May 25, 2020), Vantage Towers Spain (from March 18, 2020), Vantage Towers Czech Republic (from September 1, 2020), Vantage Towers Portugal (from July 16, 2020) and Vantage Towers Ireland (from June 1, 2020) (together, the “Combined Six- Month Group”); (ii) in the case of statements or information in connection with the unaudited condensed combined interim financial statements as of and for the three months ended December 31, 2020, the combined group of entities and business activities comprising the Combined Six-Month Group as well as Vantage Towers Hungary (from November 1, 2020), Vantage Towers Romania (from November 13, 2020), CTHC (from December 17, 2020), Vantage Towers Greece from December 22, 2020 and the 33.2% shareholding in INWIT (from November 19, 2020); and (iii) in the case of any other statements or information, including all statements made as of the date of this Prospectus, the Company, its consolidated subsidiaries, and its equity accounted investments in INWIT and Cornerstone (names of entities in the preceding definition have the meaning given to them in this Prospectus).

S-1 2.1.2 Principal activities of the issuer Vantage Towers is a leading European mobile telecommunications tower infrastructure operator as measured by scale and geographic diversification, with approximately 82,000 Macro Sites1 and approximately 7,100 Micro Sites2 across 10 markets, in nine of which it ranks either first or second by number of Sites.3 Vantage Towers has a controlling interest in its operations in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, and a co-controlling interest in mobile telecommunications towers infrastructure operators in Italy and the United Kingdom. In Greece, Vantage Towers owns 62% of the outstanding share capital of Vantage Towers Greece and expects to acquire the remaining 38% seven calendar days after Admission following the triggering of a call option on February 24, 2021. In Italy, Vantage Towers owns 33.2% of the outstanding share capital of INWIT, an Italian public limited company operating approximately 22,100 Macro Sites, and in the United Kingdom Vantage Towers owns 50% of the outstanding share capital of Cornerstone, a joint venture company operating approximately 14,200 Macro Sites. The Group’s principal business is building and operating mobile telecommunications Sites in order to provide space, energy management and related services to customers that in turn provide mobile, voice, data and other services to end-users. The Group’s portfolio of assets is supported by long-term contractual commitments with mobile network operators that largely hold investment grade credit ratings, which provide predictable revenues typically adjusted periodically for inflation. This includes master services agreements with subsidiaries of Vodafone Group Plc (together with its consolidated subsidiaries, “Vodafone” or the “Vodafone Group”), the leading mobile network operator in Europe by number of mobile subscribers (Source: Fitch Solutions). Vantage Towers’ assets and operations have mainly been extracted from Vodafone operating companies across Europe and consolidated under the Company’s ownership. In most of Vantage Towers’ markets, the majority of its tower assets have been developed organically over three decades. Consequently, the Company believes that the Group’s international site portfolio is well- integrated, benefits from the strategic locations of its Sites, and is an attractive potential partner for mobile network operators looking to expand or densify their networks. The Group has an operating model that delivers committed, long- term revenues with regular adjustments that are typically linked to inflation. 2.1.3 Major shareholders As of the date of this Prospectus, Vodafone GmbH, a company with limited liability (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (“Vodafone Germany” or the “Existing Shareholder”), is the only shareholder of the Company. 2.1.4 Control The Existing Shareholder controls the Company due to its ownership of 100% of its share capital and voting rights in the Company. Vodafone Group Plc indirectly owns 100% of the share capital in the Existing Shareholder and, therefore, through the Existing Shareholder, indirectly owns 100% of the voting rights in the Company and, therefore, is considered to hold a controlling interest in the Company pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). 2.1.5 Management board The Company’s management board (Vorstand) has three members: Vivek Badrinath (Chief Executive Officer), Thomas Reisten (Chief Financial Officer) and Christian Sommer (General Counsel, Company Secretary). 2.1.6 Auditor of the financial statements Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Börsenplatz 1, 50667 Köln/Cologne, Germany (“EY”) is the independent auditor of the Company. EY is a member of the German Chamber of Public Accountants (Wirtschaftsprüferkammer), Rauchstraße 26, 10787 Berlin, Germany. 2.2 What is the key financial information regarding the issuer? The audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 (the “Audited Six-Month Condensed Combined Interim Financial Statements”) were prepared by the Company in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) on interim financial reporting (IAS 34). The Audited Six-Month Condensed Combined Interim Financial Statements were audited in accordance with Section 317 of the German Commercial Code (Handelsgesetzbuch, “HGB”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer e. V. (Institute of Public Auditors in Germany) IDW by EY, who issued an independent auditor’s report thereon. The unaudited condensed combined interim financial statements of the Group as of and for the three months ended December 31, 2020 (the “Unaudited Three-Month Condensed Combined Interim Financial Statements”) were prepared in accordance with IFRS on interim financial reporting (IAS 34). Where financial data in the following tables is

1 Macro Sites are the physical infrastructure, either ground-based or located on the top of a building, where communications equipment is placed to create a cell in a mobile network, including Streetworks and Long-Term Mobile Sites. For the purposes of this Prospectus, “Streetworks” means compact and visually discreet monopole masts that are used to provide infill coverage, increased capacity or general coverage in urban areas as an alternative to rooftop towers; “Long-Term Mobile Sites” means transportable passive infrastructure units with a vertical element capable of hosting active equipment; and “Sites” refers to the passive infrastructure on which customer equipment used to receive and transmit mobile network signals is mounted, as well as its physical location. 2 Micro Sites are distributed antenna systems Sites, repeater Sites and small cell Sites. 3 Market positioning data is based on the Company’s own assessment. This assessment is derived from the Company’s analysis of a number of publicly available sources, such as a report prepared by TowerXchange titled “TowerXchange Issue 29,” dated July 2020, and the public filings of other tower companies, along with broker reports that have been analyzed by the Company in order to make a determination as to the Group’s market position in each of the countries in which it operates. The Company’s market position analysis is based on the number of Sites the Group, INWIT or Cornerstone owns or operates in each of its markets and on what it believes to be comparable data and necessary adjustments for the other tower companies it has analyzed. The Group’s estimated market position in Spain is based on the number of Sites excluding broadcasting and radio Sites for its competitor, Cellnex. The Company’s market position analysis excludes Micro Sites and transmission Sites, which are Sites designed to aggregate backhaul traffic.

S-2 labelled “audited,” this means that it has been taken from the Audited Six-Month Condensed Combined Interim Financial Statements. The label “unaudited” is used in the following tables to indicate financial data that has not been taken from the Audited Six-Month Condensed Combined Interim Financial Statements but was taken or derived either from the Unaudited Three-Month Condensed Combined Interim Financial Statements or the Company’s accounting records or internal management reporting systems, or is based on calculations of figures from the sources mentioned above. The pro forma consolidated income statements of the Group for the twelve months ended March 31, 2020 and for the nine months ended December 31, 2020, and the pro forma consolidated statement of financial position of the Group as of December 31, 2020, each as accompanied by the related pro forma notes thereto, were prepared on the basis of the IDW Accounting Practice Statement: Preparation of the Pro Forma Financial Information (IDW AcPS AAB 1.004) (IDW Rechnungslegungshinweis: Erstellung von Pro Forma Finanzinformationen (IDW RH HFA 1.004)) as published by IDW (the “Unaudited Pro Forma Financial Information”). Key financial information from the condensed combined interim income statements Six months ended Three months ended September 30, 2020 December 31, 2020 (audited) (unaudited) (EUR millions) Revenue ...... 265 211 Operating profit ...... 142 108 Profit for the period ...... 88 50 Key financial information from the condensed combined interim statements of financial position As of As of September 30, December 31, 2020 2020 (audited) (unaudited) (EUR millions) Total assets ...... 5,706 10,414 Total equity ...... 3,442 5,003 Key financial information from the condensed combined interim statements of cash flows Six months ended Three months ended September 30, 2020 December 31, 2020 (audited) (unaudited) (EUR millions) Net cash from operating activities ...... 103 276 Net cash used in investing activities ...... (39) (30) Net cash used in financing activities ...... (61) (244) Net increase in cash and cash equivalents ...... 3 3 Cash and cash equivalents at beginning of period ...... — 3 Cash and cash equivalents at end of period ...... 3 6 Key financial information from the pro forma consolidated income statement for the twelve months ended March 31, 2020 Twelve months ended March 31, 2020 Unconsolidated Selected income Towers Total Pro forma statement of Business historical Total consolidated Vantage financial financial pro forma income Towers AG information(1) information adjustments statement (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... — 95 95 850 945 Operating profit/(loss) ...... — (381) (381) 829 448 Profit/(Loss) for the period ...... — (403) (403) 718 314

Note: (1) Towers Business refers to the business carried out by Vodafone’s European tower infrastructure assets in Germany, Spain, Portugal, the Czech Republic, Romania, Hungary and Ireland prior to their separation into Vantage Towers. Key financial information from the pro forma consolidated income statement for the nine months ended December 31, 2020 Total Condensed Condensed condensed combined combined combined Towers Total Pro forma interim interim interim Business historical consolidated income income income financial financial income statement statement statement information information statement for the six for the three for the nine for the nine for the nine for the nine months ended months ended months ended months ended months ended Total pro months ended September 30, December 31, December 31, December 31, December 31, forma December 31, 2020 2020 2020 2020 2020 adjustments 2020 (audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 265 211 476 14 490 235 725 Operating profit/(loss) . . 142 108 250 (72) 178 185 363 Profit/(Loss) for the period ...... 88 50 138 (75) 64 150 214

S-3 Key financial information from the pro forma consolidated statement of financial position as of December 31, 2020 As of December 31, 2020 Condensed combined Pro forma interim consolidated statement of interim financial Total pro statement of position forma financial of the Group adjustments position (unaudited) (unaudited) (unaudited) (EUR millions) Total assets ...... 10,414 58 10,472 Total equity ...... 5,003 58 5,061

2.3 What are the key risks that are specific to the issuer? An investment in the Company’s shares is subject to a number of risks, which are presented in this section. If these risks materialize, individually or together with other circumstances, they may have a material adverse effect on the Group’s business, financial condition and results of operations. The following risks are the most material risks specific to the Company: • The Group currently depends and expects to continue to depend on Vodafone Group companies as its primary customers across its markets for a significant percentage of its revenue. If members of the Vodafone Group are unable to meet their obligations to pay sums due under the respective Vodafone master services agreements to which they are a party, or under new build project or built-to-suit commitments, this could have a material adverse effect on the Group’s business, financial condition and results of operations. • The European telecommunications infrastructure industry could experience increased competition in the future. Should Vantage Towers be unable to compete effectively against a variety of other telecommunications infrastructure companies, this may adversely affect its ability to grow its customer base, which in turn would put downward pressure on the Group’s revenue, profitability and cash flows in future periods. • Certain ground leases governing the Group’s use of the land on which its tower assets are located may be subject to non-renewal, renewal on commercially unattractive terms, or general disputes with landowners, which, if they were to occur to a significant extent, could have a material adverse effect on the Group’s margins and profitability, and could have a negative impact on the Group’s reputation in the markets in which it operates. • The expansion and development of the Group’s business, including through organic growth or strategic acquisitions, involves a number of risks and uncertainties that could adversely affect its operating results or disrupt its operations. • Any material increases in the Group’s primary costs or any failure or inability to achieve planned cost efficiencies could adversely affect the Group’s margins and cash flows. • New technologies could reduce the use of Site-based mobile services and could make the Group’s business less desirable to, or necessary for, customers. If the Group fails to acquire or develop the necessary capabilities and expertise to match its customers’ changing needs, this could cause a loss in customers and a reduction in the Group’s results. • A reduction in demand for Sites or space on Sites could adversely affect the growth of the Group’s business. • A weak or uncertain economic environment in the markets in which the Group operates, including related fluctuations in inflation rates, could have a material adverse effect on demand for the Group’s services and put pressure on the prices the Group charges for its services or increase the costs it incurs. • The Group’s main customers use frequencies to propagate their mobile network services. Demand for the Group’s services could be reduced if its customers are unable to maintain or secure such frequencies, which could have a material adverse effect on the Group’s revenue and, consequently, its results of operations. • The Group’s business, and that of its customers, is subject to evolving laws and regulations, including environmental and tax laws, which could restrict the Group’s ability to operate its business, generate delays in expansion plans or result in additional costs. • Vodafone Group Plc could exert substantial influence on decisions reached by the general meeting and could have diverging interests from those of the Group’s other shareholders. • The limited availability and comparability of historical financial information related to the Group may make it difficult for investors to evaluate the Group’s historical performance and future prospects. • The Unaudited Pro Forma Financial Information may not be representative of the Group’s future results of operations and financial condition. • The Group may not realize the potential benefits that it expects to achieve from its separation from Vodafone, including the ability to more efficiently utilize its assets and allocate capital. If the Group is unable to achieve some or all of these benefits, it could have a material adverse effect on the Group’s financial condition and results of operations. 3 Key information on the securities 3.1 What are the main features of the securities? 3.1.1 Type, class, par value This summary relates to the offering of ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) of the Company; ISIN: DE000A3H3LL2; German Securities Code (Wertpapierkennnummer, WKN): A3H 3LL; Common Code 230832161; Ticker Symbol: VTWR and the Admission.

S-4 3.1.2 Number of securities As of the date of this Prospectus, the share capital of the Company amounts to EUR 505,782,265 and is divided into 505,782,265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag). Each share of the Company represents a notional share of EUR 1.00 in the Company’s share capital. All shares of the Company are fully paid up. 3.1.3 Currency The Company’s shares are denominated in Euro. 3.1.4 Rights attached Each share of the Company carries one vote at the Company’s general meeting. There are no restrictions on voting rights. The Company’s shares carry full dividend rights in Euros as of April 1, 2020. 3.1.5 Liquidation In the event of the Company’s liquidation, any proceeds will be distributed to the holders of the Company’s shares in proportion to their interest in the Company’s share capital. 3.1.6 Seniority The shares of the Company are subordinated to all other securities and claims in case of an insolvency of the Company. 3.1.7 Free transferability The Company’s shares are freely transferable in accordance with the legal requirements for registered shares (Namensaktien). There are no prohibitions on disposals or restrictions on the transferability of the Company’s shares other than customary lock-up agreements entered into between the Company, the Existing Shareholder and the Underwriters, as well as between the Company, the Existing Shareholder and Digital Colony, a leading digital infrastructure investor and operator, which agreed to be a cornerstone investor in the Offering. 3.1.8 Dividend policy Subject to the availability of distributable profits (Bilanzgewinn) and legal restrictions with respect to the distribution of profits and available funds, the Company aims to distribute 60% of the sum of recurring free cash flow and dividends received from INWIT and Cornerstone. For the twelve months ending March 31, 2021, the Company intends to declare an annual dividend of EUR 280 million (including 60% of INWIT’s declared dividend for its fiscal year ended December 31, 2020), which it intends to pay in July 2021. Any future determination to pay dividends will be made in accordance with applicable laws, and will depend upon, among other factors, the Company’s results of operations, distributable reserves under the HGB, financial condition, contractual restrictions and capital requirements. The Company’s future ability to pay dividends may be limited by the terms of any existing and future debt instruments or preferred securities. 3.2 Where will the securities be traded? The Company will apply for admission of the Company’s shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, the “Frankfurt Stock Exchange”) and, simultaneously, to the sub-segment thereof with additional post-admission obligations (Prime Standard). Trading in the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to commence on March 18, 2021. 3.3 What are the key risks that are specific to the securities? The Company’s shares have not been publicly traded, and there is no guarantee that an active and liquid market for the Company’s shares will develop or can be maintained. Therefore, the price of the Company’s shares may be subject to volatility, and investors may not be able to sell the shares at the final Offer Price, at a higher price or at all under certain circumstances.

4 Key information on the offer of securities to the public and admission to trading on a regulated market 4.1 Under which conditions and timetable can I invest in this security? 4.1.1 Offer conditions The offering of 124,444,444 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) and with full dividend rights in Euros as of April 1, 2020 (the “Offering”), consists of (i) 88,888,889 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the “Base Shares”), (ii) 22,222,222 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the “Additional Base Shares”), with the number of shares to be actually placed with investors subject to the exercise of an upsize option upon decision of the Existing Shareholder in agreement with the Joint Global Coordinators on the date of pricing based on market demand (the “Upsize Option”), and (iii) 13,333,333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder in connection with a possible over-allotment (the “Over-Allotment Shares” and, together with the Base Shares and the Additional Base Shares, the “Offer Shares”). The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2,000 million and targeted maximum gross proceeds of approximately EUR 2,800 million from the Offering. The Existing Shareholder will reduce the final number of shares placed in the Offering if the Offer Price exceeds the low end of the Price Range. The period during which investors may submit purchase orders for the Offer Shares is expected to commence on March 9, 2021, and to expire on March 17, 2021 (the “Offer Period”). 4.1.2 Scope of the Offering The Offering consists of an initial public offering in Germany and private placements in certain jurisdictions outside Germany. In the United States of America (the “United States”), the Offer Shares will be offered and sold only to qualified

S-5 institutional buyers (“QIBs”) as defined in Rule 144A under the United States Securities Act of 1933 (the “Securities Act”). Outside the United States, the Offer Shares will be offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act. The Offer Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. 4.1.3 Timetable of the Offering The anticipated timetable for the Offering, which may be extended or shortened and remains subject to change, is as follows: March 8, 2021 . . . . . Approval of this Prospectus by BaFin. March 9, 2021 . . . . . Publication of the approved Prospectus on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo. Commencement of the Offer Period. Application for admission of the Company’s shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. March 17, 2021 . . . . . Expiry of the Offer Period, which will occur at (i) 12:00 p.m. (noon) (CET) for private investors, and (ii) 2:00 p.m. (CET) for institutional investors on the last day of the Offer Period. Admission decision to be issued by the Frankfurt Stock Exchange. Determination of the offer price (“Offer Price”) and the final number of shares to be allocated. Publication of the Offer Price in the form of an ad hoc release on an electronic information dissemination system and on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo. March 18, 2021 . . . . . Commencement of trading of the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). March 22, 2021 . . . . . Book-entry delivery of the Offer Shares against payment of the Offer Price. 4.1.4 Price Range and Offer Price The price range within which purchase orders may be placed is EUR 22.50 to EUR 29.00 per Offer Share (“Price Range”). The Offer Price and the final number of shares placed in the Offering will be determined at the end of the bookbuilding process by the Existing Shareholder after consultation with the Company and the Joint Global Coordinators, as representatives of the Underwriters. The Offer Price will be set on the basis of the purchase orders submitted by investors during the Offer Period that have been collated in the order book prepared during the bookbuilding process. 4.1.5. Cornerstone investment Digital Colony, a leading digital infrastructure investor and operator, has agreed to be a cornerstone investor in the Offering alongside RRJ Capital, a global equity fund based in Singapore. Digital Colony and RRJ Capital have undertaken to purchase Offer Shares up to an aggregate maximum purchase price of EUR 500 million and EUR 450 million, respectively, subject to certain customary conditions. 4.1.6. Irrevocable investment Affiliates of Crystal Almond Sàrl have irrevocably undertaken to purchase Offer Shares at the Offer Price for total consideration of EUR 100,000,000 conditional only on the completion of the Offering within 90 days of the intention to float announcement related thereto. 4.1.7 Amendments to the terms of the Offering The Existing Shareholder, after consultation with the Company and the Joint Global Coordinators, as representatives of the Underwriters, reserves the right (i) to increase or decrease the total number of Offer Shares, (ii) to increase or decrease the upper limit and/or the lower limit of the Price Range and/or (iii) to extend or shorten the Offer Period. Such changes will not invalidate any offers to purchase Offer Shares that have already been submitted. Under certain customary conditions, the Joint Global Coordinators, on behalf of the Underwriters, may terminate the Underwriting Agreement (as defined below), even after commencement of trading (Aufnahme des Handels) of the Company’s shares on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). In such case, the Offering will not take place and any allotments already made to investors will be invalidated. 4.1.8 Stabilization measures, over-allotment and Greenshoe Option To cover potential over-allotments, the Existing Shareholder has agreed to make available up to 13,333,333 Over-Allotment Shares free of charge in the form of a securities loan. In connection with the placement of the Offer Shares, Morgan Stanley, acting for the account of the Underwriters, will act as the stabilization manager (the “Stabilization Manager”) and may, acting in accordance with legal requirements, take stabilization measures to provide support for the market price of the Company’s shares. The Stabilization Manager is under no obligation to take any stabilization measures. Under the possible stabilization measures, investors may, in addition to the Base Shares and the Additional Base Shares, be allocated the Over- Allotment Shares as part of the allocation of the Offer Shares. The total number of Over-Allotment Shares which may be allotted must not exceed 15% of the number of Base Shares. Moreover, the Existing Shareholder granted the Underwriters an option to acquire a number of the Company’s shares equal to the number of the allotted Over-Allotment Shares at the Offer Price, less agreed commissions (“Greenshoe Option”). The Stabilization Manager, acting for the account of the Underwriters, is entitled to exercise the Greenshoe Option during the stabilization period to the extent Over-Allotment Shares were allocated. The number of shares of the Company that can be acquired under the Greenshoe Option is reduced by the number of shares held by the Stabilization Manager on the date when the Greenshoe Option is exercised and that were acquired by the Stabilization Manager in the context of stabilization measures.

S-6 4.1.9 Plan for distribution The allotment of Offer Shares to private investors and institutional investors will be decided by the Existing Shareholder after consultation with the Company and the Joint Global Coordinators. The decision ultimately rests with the Existing Shareholder. 4.1.10 Dilution The net asset value (total assets less current liabilities and non-current liabilities as shown in the Unaudited Three-Month Condensed Combined Interim Financial Statements) (the “Net Asset Value”) of the Company amounted to EUR 5,002.8 million as of December 31, 2020, or EUR 9.89 per share in the Company based on 505,782,265 outstanding shares of the Company immediately prior to the Offering. Thus, the amount by which the Net Asset Value per share is below the Offer Price of EUR 25.75 per share (based on the mid-point of the Price Range) is EUR 15.86 (immediate dilution to the new shareholders of the Company per share) or 61.59% by which the Net Asset Value per share is below the Offer Price of EUR 25.75 per share (based on the mid-point of the Price Range). 4.1.11 Total expenses The total costs and expenses related to the Offering of the Offer Shares and the Admission (which include (i) Underwriters’ commissions (assuming full payment of both base and discretionary fee) and (ii) other estimated expenses) are estimated to amount to approximately EUR 98 million (assuming the targeted maximum gross proceeds of EUR 2,800 million are raised) and EUR 88 million (assuming the targeted minimum gross proceeds of EUR 2,000 million are raised). 4.1.12 Expenses charged to Investors None of the expenses incurred by the Existing Shareholder or the Underwriters will be charged to investors, but investors will themselves be required to bear the fees charged by their broker or depositary bank for the purchase and holding of securities. 4.2 Who is the offeror and/or the person asking for admission to trading? 4.2.1 Offerors The Offering will be made by BofA Securities, 51 rue La Boétie, 75008 Paris, France, LEI: 549300FH0WJAPEHTIQ77, Morgan Stanley, Große Gallusstraße 18, 60312 Frankfurt am Main, Germany, LEI: 54930056FHWP7GIWYY08, UBS, 5 Broadgate, London EC2M 2QS, United Kingdom, LEI: BFM8T61CT2L1QCEMIK50, Barclays Bank Ireland Plc, One Molesworth Street, Dublin 2, Ireland, D02 FR29, LEI: 2G5BKIC2CB69PRJH1W31, Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany, LEI: 529900UC2OD7II24Z667, BNP PARIBAS, 16, Boulevard des Italiens, 75009 Paris, France, LEI: R0MUWSFPU8MPRO8K5P83, Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11–17, 60329 Frankfurt am Main Germany, LEI: 7LTWFZYICNSX8D621K86, Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9–10, 60329 Frankfurt am Main, Germany LEI: 8IBZUGJ7JPLH368JE346, and Jefferies GmbH, Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany, LEI: 5493004I3LZM39BWHQ75. 4.2.2 Admission to trading The Company will apply for the admission of the Company’s shares to trading together with Morgan Stanley, which is acting as listing agent. 4.3 Why is this Prospectus being produced? 4.3.1 Reasons for the Offering and the Listing The Company intends to list its entire share capital on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), as well as on the sub-segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The reasons for the Offering and listing are to (i) enable Vantage Towers to gain access to the capital markets, and (ii) highlight the intrinsic value in Vantage Towers as a commercially minded, dedicated and independent mobile telecommunications tower infrastructure operator. 4.3.2 Use and Estimated Net Amount of Proceeds The Company will not receive any proceeds from the sale of the Offer Shares. Assuming the targeted minimum gross proceeds of EUR 2,000 million for the Existing Shareholder from the Offering, the net proceeds to the Existing Shareholder would amount to approximately EUR 1,912 million, after deducting the total costs and expenses related to the Offering and the Admission (which include (i) Underwriters’ commissions (assuming the full payment of both a base fee and a discretionary fee) and (ii) other estimated expenses) of estimated EUR 88 million. Assuming the targeted maximum gross proceeds of EUR 2,800 million for the Existing Shareholder from the Offering, the net proceeds to the Existing Shareholder would amount to approximately EUR 2,702 million, after deducting the total costs and expenses related to the Offering and the Admission (which include (i) Underwriters’ commissions (assuming the full payment of both a base fee and a discretionary fee) and (ii) other estimated expenses) of estimated EUR 98 million. 4.3.3 Underwriting Agreement On March 8, 2021, the Company, the Existing Shareholder and the Underwriters entered into an underwriting agreement relating to the offer and sale of the Offer Shares in connection with the Offering (the “Underwriting Agreement”). The Underwriting Agreement also provides that the obligations of the Underwriters are subject to the satisfaction of certain conditions, including the execution of a pricing agreement to underwrite and purchase the Offer Shares at the Offer Price. In the Underwriting Agreement, the Existing Shareholder and the Company have agreed to indemnify the Underwriters against certain liabilities that may arise in connection with the Offering, including liabilities under applicable securities laws. 4.3.4 Material conflicts of interest pertaining to the Offering There are no conflicting interests with respect to the Offering or the Admission.

S-7 II. ZUSAMMENFASSUNG DES PROSPEKTS (GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS) 1. Einleitung mit Warnhinweisen Dieser Prospekt (der „Prospekt”) bezieht sich auf das öffentliche Angebot in der Bundesrepublik Deutschland („Deutschland”) von Namensaktien ohne Nennbetrag, internationale Wertpapier-Identifikationsnummer („ISIN”) DE000A3H3LL2, der Vantage Towers AG, Rechtsträgerkennung („LEI”): 213800BBQO965UPQ7J59, Geschäftsanschrift Prinzenallee 11–13, 40549 Düsseldorf, Deutschland, (Telefon +49 211 617120; Website: www.vantagetowers.com) (die „Gesellschaft”) und die Zulassung des gesamten ausgegebenen Grundkapitals der Gesellschaft, bestehend aus 505.782.265 Namensaktien ohne Nennbetrag zum Handel am regulierten Mark der Frankfurter Wertpapierbörse („Zulassung”). Die Aktien der Gesellschaft werden von BofA Securities Europe SA, 51 rue La Boétie, 75008 Paris, Frankreich, LEI: 549300FH0WJAPEHTIQ77 („BofA Securities”), Morgan Stanley Europe SE, Große Gallusstraße 18, 60312 Frankfurt am Main, Deutschland, LEI: 54930056FHWP7GIWYY08 („Morgan Stanley”) und UBS AG London Branch, 5 Broadgate, London EC2M 2QS, Vereinigtes Königreich, LEI: BFM8T61CT2L1QCEMIK50 („UBS”, zusammen mit BofA Securities und Morgan Stanley die „Joint Global Coordinators” und einzeln jeweils ein „Joint Global Coordinator”) und Barclays Bank Ireland Plc, One Molesworth Street, Dublin 2, Irland, D02 FR29, LEI: 2G5BKIC2CB69PRJH1W31, Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Deutschland, LEI: 529900UC2OD7II24Z667, BNP PARIBAS, 16, boulevard des Italiens, 75009 Paris, Frankreich, LEI: R0MUWSFPU8MPRO8K5P83, Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11-17, 60329 Frankfurt am Main, Deutschland, LEI: 7LTWFZYICNSX8D621K86, Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Deutschland, LEI: 8IBZUGJ7JPLH368JE346, und Jefferies GmbH, Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Deutschland, LEI: 5493004I3LZM39BWHQ75 (die „Joint Bookrunners”, einzeln jeweils ein „Joint Bookrunner” und zusammen mit den Joint Global Coordinators die „Konsortialbanken”), angeboten. Die Gesellschaft wird gemeinsam mit Morgan Stanley, die als Listing Agent fungiert, die Zulassung beantragen. Dieser Prospekt ist auf den 8, März 2021 datiert und die Bundesanstalt für Finanzdienstleistungsaufsicht (die „BaFin”) hat ihn am 8. März 2021 gemäß Art. 20 Abs. 2 der Verordnung (EU) 2017/1129 gebilligt. Die BaFin ist unter der Anschrift Marie-Curie-Straße 24-28, 60439 Frankfurt am Main, Deutschland, telefonisch +49 228 4108-0 oder über ihre Website: www.bafin.de erreichbar. Diese Zusammenfassung sollte als Einleitung zu diesem Prospekt verstanden werden. Anleger sollten sich bei der Entscheidung, in die Aktien der Gesellschaft zu investieren, auf diesen Prospekt als Ganzes stützen. Anleger, die in die Aktien der Gesellschaft investieren, könnten das gesamte angelegte Kapital oder einen Teil davon verlieren. Für den Fall, dass vor einem Gericht Ansprüche aufgrund der in diesem Prospekt enthaltenen Informationen geltend gemacht werden, könnte der als Kläger auftretende Anleger nach nationalem Recht die Kosten für die Übersetzung dieses Prospekts vor Prozessbeginn zu tragen haben. Zivilrechtlich haften nur diejenigen Personen, die die Zusammenfassung samt etwaiger Übersetzungen vorgelegt und übermittelt haben, und dies auch nur für den Fall, dass die Zusammenfassung, wenn sie zusammen mit den anderen Teilen des Prospekts gelesen wird, irreführend, unrichtig oder widersprüchlich ist oder dass sie, wenn sie zusammen mit den anderen Teilen des Prospekts gelesen wird, nicht die Basisinformationen vermittelt, die in Bezug auf Anlagen in die betreffenden Wertpapiere für die Anleger eine Entscheidungshilfe darstellen würden.

2. Basisinformationen über die Emittentin 2.1 Wer ist die Emittentin der Wertpapiere? 2.1.1 Informationen über die Emittentin Die Vantage Towers AG ist eine Aktiengesellschaft und unterliegt deutschem Recht. Die Gesellschaft hat ihren Sitz in Düsseldorf, Deutschland, und ist im Handelsregister des Amtsgerichts Düsseldorf, Deutschland, unter HRB 92244 eingetragen. Die Gesellschaft ist unter ihrer Geschäftsadresse erreichbar: Prinzenallee 11–13, 40549 Düsseldorf, Deutschland, telefonisch: +49 211 617120 oder über die Website: www.vantagetowers.com. Der LEI der Gesellschaft lautet: 213800BBQO965UPQ7J59. Die Gesellschaft ist die oberste Muttergesellschaft der Gruppe (wie im nachstehenden Absatz definiert), die in ihrer jetzigen Form aus einer gesellschaftsrechtlichen Neuordnung resultiert, nach der: (i) die Gesellschaft die Central Tower Holding Company BV („CTHC”), ihre Tochtergesellschaften und ihre 33,2%ige Beteiligung an der Infrastrutture Wireless Italiane SpA („INWIT”) am 17. Dezember 2020 erworben hat, (ii) die CTHC die

S-8 Vantage Towers SA („Vantage Towers Griechenland”) und ihre Tochtergesellschaften am 22. Dezember 2020 erworben hat und (iii) die CTHC eine 50%ige Beteiligung an der Cornerstone Telecommunications Infrastructure Limited („Cornerstone“) am 14. Januar 2021 erworben hat. Sofern nicht anders angegeben, bezeichnen in diesem Prospekt die Begriffe „Vantage Towers”, „Vantage- Towers-Gruppe” und „Gruppe”: (i) bei Angaben oder Informationen in Verbindung mit dem geprüften verkürzten kombinierten Zwischenhalbjahresabschluss der Gruppe für die sechs Monate zum 30. September 2020 die kombinierte Gruppe von Einheiten und Geschäftsaktivitäten bestehend aus Vantage Towers GmbH, der Vorgängergesellschaft der Gesellschaft (ab 25. Mai 2020), Vantage Towers Spanien (ab 18. März 2020), Vantage Towers Tschechische Republik (ab 1. September 2020), Vantage Towers Portugal (ab 16. Juli 2020) und Vantage Towers Irland (ab 1. Juni 2020) (zusammen die „Kombinierte Halbjahresgruppe”); (ii) bei Angaben oder Informationen in Verbindung mit dem ungeprüften verkürzten kombinierten Zwischenquartalsabschluss für die drei Monate zum 31. Dezember 2020 die kombinierte Gruppe von Einheiten und Geschäftsaktivitäten bestehend aus der Kombinierten Halbjahresgruppe sowie Vantage Towers Ungarn (ab dem 1. November 2020), Vantage Towers Rumänien (ab dem 13. November 2020), CTHC (ab dem 17. Dezember 2020), Vantage Towers Griechenland ab dem 22. Dezember 2020 und der 33,2%igen Beteiligung an INWIT (ab dem 19. November 2020); und (iii) bei sonstigen Angaben oder Informationen, einschließlich aller Angaben zum Zeitpunkt dieses Prospekts, die Gesellschaft, ihre konsolidierten Tochtergesellschaften, und ihre nach der Equity-Methode bilanzierten Beteiligungen an INWIT und an Cornerstone (Namen von Gesellschaften in der vorhergehenden Definition haben die ihnen in diesem Prospekt zugewiesene Bedeutung).

2.1.2 Haupttätigkeiten der Emittentin Vantage Towers ist nach Größe und geografischer Diversifizierung ein führender europäischer Betreiber von Mobilkommunikationsfunkturm-Infrastrukturen, mit circa 82.000 Makrostandorten1 und circa 7.100 Mikrostandorten2 in 10 Märkten, von denen die Gesellschaft in neun dieser Märkte, gemessen an der Anzahl der Standorte, entweder an erster oder zweiter Stelle steht.3 Vantage Towers hält eine beherrschende Beteiligung an ihrem Geschäft in Deutschland, Spanien, Griechenland, Portugal, der Tschechischen Republik, Rumänien, Ungarn und Irland sowie eine mitbeherrschende Beteiligung an Mobilkommunikationsfunkturm- Infrastrukturbetreibern in Italien und im Vereinigten Königreich. In Griechenland hält Vantage Towers 62% des ausstehenden Gesellschaftskapitals an Vantage Towers Griechenland und wird die verbleibenden 38% voraussichtlich sieben Kalendertage nach der Zulassung im Anschluss an die Auslösung einer Kaufoption am 24. Februar 2021 erwerben. In Italien hält Vantage Towers 33,2% des ausstehenden Gesellschaftskapitals an INWIT, einer Aktiengesellschaft nach italienischem Recht, die ca. 22.100 Makrostandorte betreibt, und im Vereinigten Königreich hält Vantage Towers 50% des ausstehenden Gesellschaftskapitals an Cornerstone, einem Joint-Venture-Unternehmen, das ca. 14.200 Makrostandorte betreibt. Das Hauptgeschäft der Gruppe besteht in der Errichtung und dem Betrieb von Mobilkommunikationsstandorten, um Flächen, Energiemanagement und damit verbundene Dienstleistungen für Kunden bereitzustellen, die ihrerseits Mobil-, Sprach-, Daten- und andere Dienstleistungen für Endnutzer bereitstellen.

1 Der Begriff Makrostrandorte bezeichnet die physische Infrastruktur, die entweder bodennah oder auf dem Dach eines Gebäudes installiert ist und an die Kommunikationsanlagen zur Einrichtung einer Zelle in einem Mobilfunknetz angebracht werden, einschließlich Streetworks und auf Dauer angelegte, mobile Standorte. „Streetworks” im Sinne dieses Prospekts sind kompakte und optisch unauffällige Einzelmasten, die als Alternative zu dachinstallierten Funktürmen verwendet werden, um ergänzende Abdeckung, erhöhte Kapazität oder allgemeine Abdeckung in städtischen Gebieten bereitzustellen. ,,Auf Dauer angelegte, mobile Standorte” sind bewegliche passive Infrastruktureinheiten mit einem vertikalen Element, an dem aktive Sendeeinrichtungen angebracht werden können: „Standorte” bezieht sich auf die passive Infrastruktur, auf der die Kundengeräte zum Empfangen und Senden von Mobilfunksignalen montiert sind, sowie ihren physischen Standort. 2 Mikrostandorte sind Standorte für verteilte Antennensysteme, Repeater-Standorte und kleine Zellenstandorte. 3 Die Daten zur Marktpositionierung basieren auf der eigenen Einschätzung der Gesellschaft. Diese Einschätzung ergibt sich aus der Auswertung einer Reihe von öffentlich zugänglichen Quellen durch die Gesellschaft, wie z.B. einem von TowerXchange erstellten Bericht mit dem Titel „TowerXchange Issue-29” vom Juli 2020 und den öffentlichen Einreichungen anderer Funkturmunternehmen sowie Broker-Berichten, die von der Gesellschaft analysiert wurden, um die Marktposition der Gruppe in jedem der Länder, in denen die Gruppe tätig ist, zu bestimmen. Die Analyse der Marktposition der Gesellschaft basiert auf der Anzahl der Standorte, die die Gruppe, INWIT oder Cornerstone in jedem ihrer Märkte besitzt oder betreibt, und auf den ihrer Meinung nach vergleichbaren Daten und notwendigen Anpassungen hinsichtlich der anderen Funkturmunternehmen, die sie analysiert hat. Die geschätzte Marktposition der Gruppe in Spanien basiert auf der Anzahl der Standorte ohne Rundfunk- und Funkstandorte ihres Konkurrenten Cellnex. Die Analyse der Gesellschaft zur Marktposition beinhaltet nicht Mikrostandorte und Übertragungsstandorte, bei denen es sich um Standorte handelt, die den Backhaul-Verkehr bündeln.

S-9 Das Bestandsportfolio der Gruppe wird durch langfristige vertragliche Verpflichtungen von Mobilfunknetzbetreibern, überwiegend mit Investment-Grade-Rating, getragen, die zu vorhersehbaren Umsatzerlösen führen, mit regelmäßigen Anpassungen an die Inflationsrate. Dazu gehören Rahmenverträge für Dienstleistungen mit Tochtergesellschaften der Vodafone Group-Plc (zusammen mit ihren konsolidierten Tochtergesellschaften „Vodafone” oder die „Vodafone-Gruppe”), dem—gemessen an der Anzahl an Mobilfunkkunden—führenden Mobilfunknetzbetreiber in Europa (Quelle: Fitch Solutions). Die Vermögenswerte und das operative Geschäft von Vantage Towers wurden hauptsächlich von Vodafone- Betriebsgesellschaften in ganz Europa übernommen und als Eigentum der Gesellschaft konsolidiert. In den meisten Märkten, in denen Vantage Towers tätig ist, wurden die meisten ihrer Funkturmanlagen über drei Jahrzehnte hinweg organisch entwickelt. Folglich ist die Gesellschaft der Ansicht, dass das internationale Standortportfolio der Gruppe gut integriert ist, von der strategischen Lage ihrer Standorte profitiert und ein attraktiver potenzieller Partner für Mobilfunknetzbetreiber ist, die ihre Netze erweitern oder verdichten möchten. Die Gruppe verfügt über ein Betriebsmodell, das verbindliche, langfristige Umsatzerlöse mit regelmäßigen Anpassungen, die in der Regel an die Inflationsrate gekoppelt sind, liefert.

2.1.3 Hauptanteilseigner Zum Datum dieses Prospekts ist die Vodafone GmbH, eine nach deutschem Recht bestehende Gesellschaft mit beschränkter Haftung („Vodafone Deutschland” oder die „Bestehende Aktionärin”), die einzige Aktionärin der Gesellschaft.

2.1.4 Beherrschung Die Bestehende Aktionärin beherrscht die Gesellschaft aufgrund ihrer 100%-Beteiligung an deren Grundkapital und an den Stimmrechten der Gesellschaft. Die Vodafone Group Plc hält indirekt 100% des Stammkapitals der Bestehenden Aktionärin und daher über die Bestehende Aktionärin indirekt 100% der Stimmrechte an der Gesellschaft und hält somit eine beherrschende Beteiligung an der Gesellschaft nach dem Wertpapiererwerbs- und Übernahmegesetz.

2.1.5 Vorstand Der Vorstand der Gesellschaft hat drei Mitglieder: Vivek Badrinath (Vorstandsvorsitzender (CEO)), Thomas Reisten (Finanzvorstand (CFO)) und Christian Sommer (General Counsel, Company Secretary).

2.1.6 Abschlussprüfer Unabhängiger Abschlussprüfer der Gesellschaft ist die Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Börsenplatz 1, 50667 Köln, Deutschland („EY”). EY ist Mitglied der Wirtschaftsprüferkammer, Rauchstraße 26, 10787 Berlin, Deutschland.

2.2 Welches sind die wesentlichen Finanzinformationen über die Emittentin? Der geprüfte verkürzte kombinierte Zwischenabschluss der Gruppe für den Sechsmonatszeitraum zum 30. September 2020 (der „Geprüfte Verkürzte Kombinierte Zwischenhalbjahresabschluss”) wurde von der Gesellschaft nach den International Financial Reporting Standards für eine Zwischenberichterstattung (IAS 34), wie sie in der Europäischen Union anzuwenden sind, („IFRS”) erstellt. Der Geprüfte Verkürzte Kombinierte Zwischenhalbjahresabschluss wurde von EY gemäß § 317 HGB in Übereinstimmung mit den vom Institut der Wirtschaftsprüfer e. V. IDW festgestellten deutschen Grundsätzen ordnungsmäßiger Abschlussprüfung geprüft und der Bestätigungsvermerk des unabhängigen Abschlussprüfers wurde erteilt. Der ungeprüfte verkürzte kombinierte Zwischenabschluss der Gruppe für den Dreimonatszeitraum zum 31. Dezember 2020 (der „Ungeprüfte Verkürzte Kombinierte Zwischenquartalsabschluss”) wurde nach den IFRS für eine Zwischenberichterstattung (IAS 34) erstellt. Wenn die Finanzdaten in den folgenden Tabellen als „geprüft” bezeichnet werden, bedeutet dies, dass sie aus dem Geprüften Verkürzten Kombinierten Zwischenhalbjahresabschluss übernommen wurden. Die Bezeichnung „ungeprüft” wird in den folgenden Tabellen für Finanzdaten verwendet, die nicht aus dem Geprüften Verkürzten Kombinierten Zwischenhalbjahresabschluss stammen, sondern entweder dem Ungeprüften Verkürzten Kombinierten Zwischenquartalsabschluss oder den Buchhaltungsaufzeichnungen oder internen Managementberichtssystemen der Gesellschaft entnommen oder daraus abgeleitet wurden oder auf Berechnungen von Zahlen aus den zuvor genannten Quellen basieren. Die konsolidierten Pro-forma-Gewinn- und Verlustrechnungen der Gruppe für den Zwölfmonatszeitraum zum 31. März 2020 und für den Neunmonatszeitraum zum 31. Dezember 2020 und die

S-10 konsolidierte Pro-forma Bilanz der Gruppe zum 31. Dezember 2020, jeweils mit den entsprechenden Pro- forma-Erläuterungen, wurden auf der Grundlage des vom IDW veröffentlichten IDW Rechnungslegungshinweises: Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1.004) erstellt (die „Ungeprüften Pro-forma-Finanzinformationen”).

Wesentliche Finanzinformationen aus der verkürzten kombinierten Zwischengewinn- und verlustrechnung

Sechs Monate zum Drei Monate zum 30. September 31. Dezember 2020 2020 (geprüft) (ungeprüft) (in Mio. EUR) Umsatzerlöse ...... 265 211 Operatives Ergebnis ...... 142 108 Periodenergebnis ...... 88 50

Wesentliche Finanzinformationen aus der verkürzten kombinierten Zwischenbilanz

Zum Zum 30. September 31. Dezember 2020 2020 (geprüft) (ungeprüft) (in Mio. EUR) Summe Vermögenswerte ...... 5.706 10.414 Summe Eigenkapital ...... 3.442 5.003

Wesentliche Finanzinformationen aus der verkürzten kombinierten Kapitalflusszwischenrechnung

Sechs Monate zum Drei Monate zum 30. September 31. Dezember 2020 2020 (geprüft) (ungeprüft) (in Mio. EUR) Netto-Cashflow aus Geschäftstätigkeit ...... 103 276 Netto-Cashflow für Investitionstätigkeit ...... (39) (30) Netto-Cashflow für Finanzierungstätigkeit ...... (61) (244) Netto-Zunahme der Zahlungsmittel und Zahlungsmitteläquivalente . . . 3 3 Zahlungsmittel und Zahlungsmitteläquivalente am Anfang der Periode — 3 Zahlungsmittel und Zahlungsmitteläquivalente am Ende der Periode . . 3 6

Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Gewinn- und Verlustrechnung für den Zwölfmonatszeitraum zum 31. März 2020

Zwölf Monate zum 31. März 2020 Nicht konsolidierte Ausgewählte Historische Pro-forma- GuV der Finanzinformationen Finanzinformationen Anpassungen Konsolidierte Vantage Towers AG Funkturmgeschäft(1) insgesamt insgesamt Pro-forma-GuV (ungeprüft) (ungeprüft) (ungeprüft) (ungeprüft) (ungeprüft) (in Mio. EUR) Umsatzerlöse ...... — 95 95 850 945 Operatives Ergebnis ...... — (381) (381) 829 448 Periodenergebnis ...... — (403) (403) 718 314

Erläuterung: (1) Das Funkturmgeschäft bezieht sich auf das Geschäft, das von Vodafones europäischen Funkturminfrastrukturanlagen in Deutschland, Spanien, Portugal, der Tschechischen Republik, Rumänien, Ungarn und Irland vor ihrer Trennung in Vantage Towers betrieben wurde.

S-11 Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Gewinn- und Verlustrechnung für den Neunmonatszeitraum zum 31. Dezember 2020

Summe Finanz- Verkürzte Verkürzte verkürzte informationen Summe kombinierte kombinierte kombinierte Funkturm- historische Konsolidierte Zwischen-GuV Zwischen-GuV Zwischen-GuV geschäft Finanzinformationen Pro-forma-GuV für die sechs für die drei für die neun für die neun für die neun für die neun Monate zum Monate zum Monate zum Monate zum Monate zum Summe Monate zum 30. September 31. Dezember 31. Dezember 31. Dezember 31. Dezember pro-forma- 31. Dezember 2020 2020 2020 2020 2020 Anpassungen 2020 (geprüft) (ungeprüft) (ungeprüft) (ungeprüft) (ungeprüft) (ungeprüft) (ungeprüft) (in Mio. EUR) Umsatzerlöse ...... 265 211 476 14 490 235 725 Operatives Ergebnis . . . . . 142 108 250 (72) 178 185 363 Periodenergebnis ...... 88 50 138 (75) 64 150 214

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

Zum 31. Dezember 2020 Verkürzte kombinierte Pro-forma- Konsolidierte Zwischenbilanz der Anpassungen Pro-forma- Gruppe insgesamt Zwischenbilanz (ungeprüft) (ungeprüft) (ungeprüft) (in Mio. EUR) Summe Vermögenswerte ...... 10.414 58 10.472 Summe Eigenkapital ...... 5.003 58 5.061

2.3 Welches sind die zentralen Risiken, die für die Emittentin spezifisch sind? Eine Anlage in die Aktien der Gesellschaft unterliegt einer Reihe von Risiken, die in diesem Abschnitt dargestellt werden. Sollten sich diese Risiken—einzeln oder in Kombination mit anderen Umständen—realisieren, können sie sich wesentlich nachteilig auf das Geschäft und die Finanz- und Ertragslage der Gruppe auswirken. Die folgenden Risiken sind die für die Gesellschaft wesentlichsten spezifischen Risiken: • Im Hinblick auf einen bedeutenden Teil ihres Umsatzerlöses in all ihren Märkten ist die Gruppe derzeit von den Gesellschaften der Vodafone-Gruppe als ihren Hauptkunden abhängig und wird dies voraussichtlich auch weiterhin sein. Falls Mitglieder der Vodafone-Gruppe nicht in der Lage sein sollten, ihren Verpflichtungen zur Zahlung von fälligen Beträgen im Zusammenhang mit dem jeweiligen Vodafone-Rahmenvertrag für Dienstleistungen, dessen Partei sie sind, oder im Zusammenhang mit Verpflichtungsversprechen im Rahmen von Neubauprojekten oder Bauprojekten nach Kundenvorgaben nachzukommen, könnte dies wesentliche nachteilige Auswirkungen auf das Geschäft und die Finanz- und Ertragslage der Gruppe haben. • Die europäische Telekommunikationsinfrastrukturbranche könnte künftig verstärktem Wettbewerb ausgesetzt sein. Sollte Vantage Towers nicht in der Lage sein, effektiv mit einer Vielzahl anderer Telekommunikationsinfrastrukturunternehmen zu konkurrieren, könnte sich dies nachteilig auf ihre Fähigkeit auswirken, ihren Kundenstamm zu erweitern, was wiederum Abwärtsdruck auf den Umsatz, die Rentabilität und den Cashflow der Gruppe in zukünftigen Perioden entfalten könnte. • Für einige Grundstückspachten, die die Nutzung der Grundstücke, auf denen sich die Funkturmanlagen der Gruppe befinden, durch die Gruppe regeln, gibt es möglicherweise keine Verlängerung bzw. eine Verlängerung nur zu wirtschaftlich unattraktiven Bedingungen oder es gibt allgemeine Streitigkeiten mit Grundeigentümern, die, wenn sie in bedeutsamem Maße auftreten, wesentliche nachteilige Auswirkungen auf die Margen und die Rentabilität der Gruppe haben könnten und sich negativ auf das Renommee der Gruppe in den Märkten, in denen sie tätig ist, auswirken könnten. • Die Ausweitung und Entwicklung des Geschäfts der Gruppe, auch durch organisches Wachstum oder strategische Akquisitionen, ist mit einer Reihe von Risiken und Unsicherheiten verbunden, die sich nachteilig auf ihr operatives Ergebnis auswirken oder ihren Geschäftsbetrieb stören könnten. • Wesentliche Erhöhungen der Hauptkosten der Gruppe oder ein Scheitern bei der Erreichung geplanter Kosteneffizienzen bzw. die Unfähigkeit, geplante Kosteneffizienzen zu erreichen, könnten sich nachteilig auf die Margen und den Cashflow der Gruppe auswirken.

S-12 • Neue Technologien könnten zu einer geringeren Nutzung von standortbezogenen Mobilfunkdiensten führen und könnten das Geschäft der Gruppe in den Augen der Kunden weniger attraktiv oder notwendig erscheinen lassen. Wenn es der Gruppe nicht gelingt, die erforderlichen Fähigkeiten und Fachkenntnisse zu erwerben oder zu entwickeln, um den sich ändernden Bedürfnissen ihrer Kunden gerecht zu werden, könnte dies zu einem Verlust von Kunden und einer Verschlechterung der Ergebnisse der Gruppe führen. • Ein Rückgang der Nachfrage nach Standorten oder Standortflächen könnte sich nachteilig auf das Wachstum des Geschäfts der Gruppe auswirken. • Ein schwaches oder unsicheres wirtschaftliches Umfeld in den Märkten, in denen die Gruppe tätig ist, einschließlich damit verbundener Schwankungen der Inflationsraten, könnte wesentliche nachteilige Auswirkungen auf die Nachfrage nach den Dienstleistungen der Gruppe haben und Druck auf die Preise ausüben, welche die Gruppe für ihre Dienstleistungen verlangt, oder die Kosten, die ihr entstehen, erhöhen. • Die Hauptkunden der Gruppe nutzen Frequenzen, um ihre Mobilfunkdienste zu verbreiten. Die Nachfrage nach den Dienstleistungen der Gruppe könnte sinken, falls ihre Kunden nicht in der Lage sind, diese Frequenzen zu erhalten oder zu sichern, was wesentliche nachteilige Auswirkungen auf die Umsatzerlöse der Gruppe und folglich auf die Ertragslage haben könnte. • Das Geschäft der Gruppe und ihrer Kunden unterliegt sich ändernden Gesetzen und Vorschriften, einschließlich Umwelt- und Steuergesetzen, die die Fähigkeit der Gruppe, ihr Geschäft zu betreiben, beeinträchtigen, Verzögerungen bei Expansionsplänen bewirken oder zusätzliche Kosten verursachen könnten. • Die Vodafone Group Plc könnte wesentlichen Einfluss auf Entscheidungen der Hauptversammlung nehmen und die Interessen der Vodafone Group Plc könnten sich von denjenigen der übrigen Gesellschafter der Gruppe unterscheiden. • Die begrenzte Verfügbarkeit und Vergleichbarkeit historischer Finanzinformationen bezüglich der Gruppe kann es Anlegern erschweren, die historische Wertentwicklung der Gruppe und deren künftige Geschäftsaussichten zu bewerten. • Die Ungeprüften Pro-forma-Finanzinformationen sind möglicherweise für die künftige Ertrags- und Finanzlage der Gruppe nicht repräsentativ. • Möglicherweise kann die Gruppe die potenziellen Vorteile, die sie von ihrer Trennung von Vodafone zu erreichen erwartet, einschließlich der Fähigkeit, effizienter ihre Vermögenswerte zu nutzen und Kapital zu allokieren, nicht realisieren. Sollte die Gruppe nicht in der Lage sein, einige oder alle dieser Vorteile zu erzielen, könnte dies wesentliche negative Auswirkungen auf die Finanz- und Ertragslage der Gruppe haben.

3 Basisinformationen über die Wertpapiere 3.1 Welches sind die wichtigsten Merkmale der Wertpapiere? 3.1.1 Art, Gattung, Nennwert Diese Zusammenfassung bezieht sich auf das Angebot von Namensaktien ohne Nennbetrag der Gesellschaft, ISIN: DE000A3H3LL2, Wertpapierkennnummer (WKN): A3H 3LL, Common Code: 230832161, Handelssymbol: VTWR, und die Zulassung.

3.1.2 Anzahl der Wertpapiere Das Grundkapital der Gesellschaft beträgt zum Datum dieses Prospekts EUR 505.782.265 und ist eingeteilt in 505.782.265 Namensaktien ohne Nennbetrag. Auf jede Aktie der Gesellschaft entfällt ein rechnerischer Anteil von EUR 1,00 am Grundkapital der Gesellschaft. Alle Aktien der Gesellschaft sind voll eingezahlt.

3.1.3 Währung Die Aktien der Gesellschaft sind in Euro denominiert.

S-13 3.1.4 Verbundene Rechte Jede Aktie der Gesellschaft berechtigt zu einer Stimme in der Hauptversammlung der Gesellschaft. Es bestehen keine Stimmrechtsbeschränkungen. Die Aktien der Gesellschaft sind ab dem 1. April 2020 in Euro voll dividendenberechtigt.

3.1.5 Liquidation Im Falle der Liquidation der Gesellschaft wird der Erlös an die Inhaber der Aktien der Gesellschaft im Verhältnis zu ihrem Anteil am Grundkapital der Gesellschaft verteilt.

3.1.6 Rang Die Aktien der Gesellschaft sind im Fall einer Insolvenz der Gesellschaft gegenüber allen anderen Wertpapieren und Forderungen nachrangig.

3.1.7 Freie Handelbarkeit Die Aktien der Gesellschaft sind nach den gesetzlichen Bestimmungen für Namensaktien frei übertragbar. Abgesehen von zwischen der Gesellschaft, der Bestehenden Aktionärin und den Konsortialbanken sowie zwischen der Gesellschaft, der Bestehenden Aktionärin und Digital Colony, einem führenden Investor und Betreiber im Bereich der digitalen Infrastruktur, der zugesagt hat als Cornerstone Investor im Angebot zu fungieren, abgeschlossenen üblichen Lock-up-Vereinbarungen bestehen keine Beschränkungen in Bezug auf die Veräußerung oder Übertragbarkeit der Aktien der Gesellschaft.

3.1.8 Dividendenpolitik Vorbehaltlich des Vorhandenseins eines ausschüttungsfähigen Bilanzgewinns und rechtlicher Einschränkungen im Hinblick auf die Ausschüttung von Gewinnen und verfügbaren Geldmitteln strebt die Gesellschaft an, 60% der Summe aus wiederkehrendem frei verfügbarem Cashflow und Dividenden, die sie von INWIT und Cornerstone erhält, auszuschütten. Die Gesellschaft beabsichtigt, für den Zwölfmonatszeitraum zum 31. März 2021 eine jährliche Dividende von EUR 280 Millionen (einschließlich 60% der von INWIT für das Geschäftsjahr zum 31. Dezember 2020 festgesetzten Dividende) festzusetzen und im Juli 2021 auszuschütten. Die zukünftige Festlegung der Dividendenzahlung erfolgt nach den geltenden Gesetzen und hängt unter anderem von der Ertragslage der Gesellschaft, den ausschüttungsfähigen Rücklagen nach HGB, der Finanzlage, den vertraglichen Beschränkungen und den Eigenkapitalanforderungen ab. Die zukünftige Dividendenfähigkeit der Gesellschaft kann durch die Bedingungen bestehender und zukünftiger Fremdkapitalinstrumente oder Vorzugspapiere eingeschränkt sein.

3.2 Wo werden die Wertpapiere gehandelt? Die Gesellschaft wird die Zulassung der Aktien der Gesellschaft zum Handel im regulierten Markt der Frankfurter Wertpapierbörse (die „Frankfurter Wertpapierbörse”) mit gleichzeitiger Zulassung zum Teilsegment des regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime Standard) beantragen. Der Handel mit den Aktien der Gesellschaft wird voraussichtlich am 18. März 2021 an der Frankfurter Wertpapierbörse beginnen.

3.3 Welches sind die zentralen Risiken, die für die Wertpapiere spezifisch sind? Die Aktien der Gesellschaft wurden bisher nicht an der Börse gehandelt und es gibt keine Garantie dafür, dass sich ein aktiver und liquider Markt für die Aktien der Gesellschaft entwickeln wird oder aufrechterhalten werden kann. Daher unterliegt der Kurs der Aktien der Gesellschaft möglicherweise einer Volatilität und Anleger werden unter bestimmten Umständen möglicherweise nicht in der Lage sein, die Aktien zum endgültigen Angebotspreis, einem höheren Preis oder überhaupt verkaufen zu können.

4 Basisinformationen über das öffentliche Angebot von Wertpapieren und die Zulassung zum Handel an einem geregelten Markt 4.1 Zu welchen Konditionen und nach welchem Zeitplan kann ich in dieses Wertpapier investieren? 4.1.1 Angebotskonditionen Das Angebot von 124.444.444 Namensaktien ohne Nennbetrag und mit voller Dividendenberechtigung in Euros ab dem 1. April 2020 (das „Angebot”), besteht aus (i) 88.888.889 Namensaktien ohne Nennbetrag aus dem

S-14 Bestand der Bestehenden Aktionärin (die „Basisaktien”), (ii) 22.222.222 Namensaktien ohne Nennbetrag aus dem Bestand der Bestehenden Aktionärin (die „Zusätzlichen Basisaktien”), wobei die Anzahl der Aktien, die tatsächlich bei Anlegern platziert werden sollen, unter dem Vorbehalt der Ausübung einer Upsize-Option auf Beschluss der Bestehenden Aktionärin nach Vereinbarung mit den Joint Global Coordinators zum Zeitpunkt der Preisfestsetzung aufgrund der Marktnachfrage (die „Upsize-Option”) steht, und (iii) 13.333.333 bestehenden Namensaktien ohne Nennbetrag aus dem Bestand der Bestehenden Aktionärin im Zusammenhang mit einer möglichen Mehrzuteilung (die „Mehrzuteilungsaktien” und zusammen mit den Basisaktien und den Zusätzlichen Basisaktien die „Angebotsaktien”). Die Bestehende Aktionärin zielt auf einen angestrebten Mindestbruttoerlös von ca. EUR 2.000 Millionen und einen angestrebten maximalen Bruttoerlös von ca. EUR 2.800 Millionen aus dem Angebot ab. Die Bestehende Aktionärin wird die endgültige Anzahl der im Angebot platzierten Aktien reduzieren, falls der Angebotspreis das untere Ende der Preisspanne übersteigt. Der Angebotszeitraum, in dem Anleger Kaufangebote für die Angebotsaktien abgeben können, beginnt voraussichtlich am 9. März 2021 und endet voraussichtlich am 17. März 2021 (der „Angebotszeitraum”).

4.1.2 Umfang des Angebots Das Angebot besteht aus einem erstmaligen öffentlichen Angebot in Deutschland und Privatplatzierungen in bestimmten Rechtsordnungen außerhalb Deutschlands. In den Vereinigten Staaten von Amerika (die „Vereinigten Staaten”) werden die Angebotsaktien nur qualifizierten institutionellen Käufern (Qualified Institutional Buyers, „QIBs”) im Sinne von Rule 144A des Securities Act of 1933 der Vereinigten Staaten (der „Securities Act”) angeboten und verkauft. Außerhalb der Vereinigten Staaten werden die Angebotsaktien nur im Rahmen von Offshore-Transaktionen auf der Grundlage von Regulation S des Securities Act angeboten und verkauft. Die Angebotsaktien wurden und werden nicht nach dem Securities Act oder bei einer Wertpapieraufsichtsbehörde eines Bundesstaates oder einer anderen Gebietskörperschaft in den Vereinigten Staaten registriert.

4.1.3 Zeitplan des Angebots Der voraussichtliche Zeitplan für das Angebot, das verlängert oder verkürzt werden kann und Änderungen vorbehalten bleibt, sieht wie folgt aus:

8. März 2021 . . . . Billigung dieses Prospekts durch die BaFin. 9. März 2021 . . . . Veröffentlichung des gebilligten Prospekts auf der Website der Gesellschaft unter www.vantagetowers.com in der Rubrik www.vantagetowers.com/investors/ipo. Beginn des Angebotszeitraums. Antrag auf Zulassung der Aktien der Gesellschaft zum Handel im regulierten Markt der Frankfurter Wertpapierbörse mit gleichzeitiger Zulassung zum Teilsegment des regulierten Marktes der Frankfurter Wertpapierbörse mit weiteren Zulassungsfolgepflichten (Prime Standard). 17. März 2021 . . . Ablauf des Angebotszeitraums, der am letzten Tag des Angebotszeitraums um (i) 12:00 Uhr (MEZ) für private Anleger bzw. um (ii) 14:00 Uhr (MEZ) für institutionelle Anleger eintreten wird. Von der Frankfurter Wertpapierbörse zu erteilenden Zulassungsentscheidung. Festlegung des Angebotspreises (der „Angebotspreis”) und der endgültigen Anzahl der zuzuteilenden Aktien. Veröffentlichung des Angebotspreises in Form einer Ad-hoc-Mitteilung über ein elektronisches Informationsverbreitungssystem und auf der Website der Gesellschaft unter www.vantagetowers.com in der Rubrik www.vantagetowers.com/investors/ipo. 18. März 2021 . . . Aufnahme des Handels mit den Aktien der Gesellschaft an der Frankfurter Wertpapierbörse. 22. März 2021 . . . Buchmäßige Lieferung der Angebotsaktien gegen Zahlung des Angebotspreises.

4.1.4 Preisspanne und Angebotspreis Die Preisspanne, innerhalb derer Kaufangebote abgegeben werden können, beträgt EUR 22,50 bis EUR 29,00 je Angebotsaktie („Preisspanne”). Der Angebotspreis und die endgültige Anzahl an Aktien, die im Rahmen des Angebots platziert werden, werden am Ende des Bookbuilding-Verfahrens von der Bestehenden Aktionärin nach Abstimmung mit der Gesellschaft sowie mit den Joint Global Coordinators als den Vertretern der Konsortialbanken festgesetzt. Der Angebotspreis wird auf Grundlage der von den Anlegern während des Angebotszeitraums abgegebenen Kaufangebote, die in dem während des Bookbuilding-Verfahrens erstellten Orderbuch gesammelt worden sind, festgesetzt.

S-15 4.1.5 Cornerstone Investition Vorbehaltlich bestimmter üblicher Bedingungen, hat Digital Colony, ein führender Investor und Betreiber im Bereich der digitalen Infrastruktur, gemeinsam mit RRJ Capital, einem globalen, in Singapur ansässigen Beteiligungsfonds, zugesagt als Cornerstone Investor im Angebot zu fungieren. Digital Colony und RRJ Capital haben sich verpflichtet, Angebotsaktien bis zu einem maximalen Gesamtkaufpreis von EUR 500 Millionen bzw. EUR 450 Millionen zu erwerben. 4.1.6 Unwiderrufliche Investition Verbundene Unternehmen der Crystal Almond Sàrl, haben sich unwiderruflich dazu verpflichtet, Angebotsaktien zum Angebotspreis für eine Gegenleistung von insgesamt EUR 100,000,000 unter der einzigen Bedingung des Vollzugs des Angebots innerhalb von 90 Tagen seit der Bekanntmachung der geplanten Aktienplatzierung (Intention to Float), zu erwerben. 4.1.7 Änderungen der Angebotsbedingungen Die Bestehende Aktionärin behält sich nach Abstimmung mit der Gesellschaft sowie mit den Joint Global Coordinators als den Vertretern der Konsortialbanken das Recht vor, (i) die Gesamtzahl der Angebotsaktien zu erhöhen oder zu verringern, (ii) die Obergrenze und/oder die Untergrenze der Preisspanne zu erhöhen oder zu verringern und/oder (iii) den Angebotszeitraum zu verlängern oder zu verkürzen. Solche Änderungen führen nicht zur Ungültigkeit bereits abgegebener Kaufangebote für die Angebotsaktien. Unter bestimmten üblichen Voraussetzungen können die Joint Global Coordinators im Namen der Konsortialbanken den Übernahmevertrag (wie nachstehend definiert) auch nach Aufnahme des Handels mit den Aktien der Gesellschaft im regulierten Markt der Frankfurter Wertpapierbörse kündigen. In diesem Fall findet das Angebot nicht statt und bereits erfolgte Zuteilungen an die Anleger werden annulliert. 4.1.8 Stabilisierungsmaßnahmen, Mehrzuteilung und Greenshoe-Option Zur Abdeckung potenzieller Mehrzuteilungen hat sich die Bestehende Aktionärin bereit erklärt, bis zu 13.333.333 Mehrzuteilungsaktien in Form eines Wertpapierdarlehens kostenlos zur Verfügung zu stellen. Im Zusammenhang mit der Platzierung der Angebotsaktien handelt Morgan Stanley für Rechnung der Konsortialbanken als Stabilisierungsmanager (der „Stabilisierungsmanager”) und kann entsprechend den gesetzlichen Vorschriften Stabilisierungsmaßnahmen ergreifen, um den Kurs der Aktien der Gesellschaft zu stützen. Der Stabilisierungsmanager ist nicht verpflichtet, Stabilisierungsmaßnahmen zu ergreifen. Im Rahmen der möglichen Stabilisierungsmaßnahmen können Anlegern bei der Zuteilung der Angebotsaktien zusätzlich zu den Basisaktien und den Zusätzlichen Basisaktien Mehrzuteilungsaktien zugeteilt werden. Die Gesamtzahl der Mehrzuteilungsaktien, die zugeteilt werden kann, darf 15% der Anzahl der Basisaktien nicht überschreiten. Darüber hinaus gewährte die Bestehende Aktionärin den Konsortialbanken die Option, Aktien der Gesellschaft in einer der Anzahl der zugeteilten Mehrzuteilungsaktien entsprechenden Anzahl zum Angebotspreis abzüglich vereinbarter Provisionen (die „Greenshoe-Option”) zu erwerben. Der Stabilisierungsmanager ist berechtigt, die Greenshoe-Option während der Stabilisierungsperiode für Rechnung der Konsortialbanken auszuüben, soweit Mehrzuteilungsaktien zugewiesen wurden. Die Anzahl der Aktien der Gesellschaft, die im Rahmen der Greenshoe-Option erworben werden können, vermindert sich um die Anzahl der Aktien, die der Stabilisierungsmanager zum Zeitpunkt der Ausübung der Greenshoe-Option hält und die der Stabilisierungsmanager im Rahmen von Stabilisierungsmaßnahmen erworben hat. 4.1.9 Plan für den Vertrieb Die Zuteilung von Angebotsaktien an Privatanleger und institutionelle Investoren wird von der Bestehenden Aktionärin nach Abstimmung mit der Gesellschaft und den Joint Global Coordinators festgelegt. Die Entscheidung liegt letztlich bei der Bestehenden Aktionärin. 4.1.10 Verwässerung Der Nettovermögenswert der Gesellschaft (Summe Vermögenswerte abzüglich kurzfristiger Verbindlichkeiten und langfristiger Verbindlichkeiten, wie im Ungeprüften Verkürzten Kombinierten Zwischenquartalsabschluss dargestellt) (der „Nettovermögenswert”) belief sich zum 31. Dezember 2020 auf EUR 5.002,8 Millionen bzw. EUR 9,89 pro Aktie der Gesellschaft basierend auf 505.782.265 unmittelbar vor dem Angebot ausstehenden Aktien der Gesellschaft. Daher ist der Nettovermögenswert pro Aktie um EUR 15,86 (unmittelbare Verwässerung der neuen Aktionäre der Gesellschaft) geringer als der Angebotspreis in Höhe von EUR 25,75 pro Aktie (basierend auf der Mitte der Preisspanne) bzw. liegt der Nettovermögenswert pro Aktie um 61,59% unter dem Angebotspreis in Höhe von EUR 25,75 pro Aktie (basierend auf der Mitte der Preisspanne).

S-16 4.1.11 Gesamtkosten Die im Zusammenhang mit dem Angebot der Angebotsaktien und der Zulassung stehenden Gesamtkosten und -auslagen (welche (i) die Provisionen für die Konsortialbanken (unter der Annahme der vollständigen Zahlung sowohl der Basisvergütung als auch der Ermessensvergütung) und (ii) andere geschätzte Auslagen beinhalten) werden auf ca. EUR 98 Millionen (unter der Annahme, dass der angestrebte maximale Bruttoerlös von EUR 2.800 Millionen erzielt wird) und EUR 88 Millionen (unter der Annahme, dass der angestrebte Mindestbruttoerlös von EUR 2.000 Millionen erzielt wird). 4.1.12 Kosten, die den Anlegern in Rechnung gestellt werden Die Kosten, die der Bestehenden Aktionärin oder den Konsortialbanken entstehen, werden den Anlegern nicht in Rechnung gestellt, jedoch werden die Anleger die von ihrem Broker oder ihrer Depotbank für den Kauf und das Halten von Wertpapieren erhobenen Gebühren selbst tragen müssen. 4.2 Wer ist der Anbieter und/oder die die Zulassung zum Handel beantragende Person? 4.2.1 Anbieter Das Angebot wird von BofA Securities, 51 rue La Boétie, 75008 Paris, Frankreich, LEI: 549300FH0WJAPEHTIQ77, Morgan Stanley, Große Gallusstraße 18, 60312 Frankfurt am Main, Deutschland, LEI: 54930056FHWP7GIWYY08, UBS, 5 Broadgate, London EC2M 2QS, Vereinigtes Königreich, LEI: BFM8T61CT2L1QCEMIK50, Barclays Bank Ireland Plc, One Molesworth Street, Dublin 2, Irland, D02 FR29, LEI: 2G5BKIC2CB69PRJH1W31, Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Deutschland, LEI: 529900UC2OD7II24Z667, BNP PARIBAS, 16, boulevard des Italiens, 75009 Paris, Frankreich, LEI: R0MUWSFPU8MPRO8K5P83, Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11-17, 60329 Frankfurt am Main, Deutschland, LEI: 7LTWFZYICNSX8D621K86, Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Deutschland, LEI: 8IBZUGJ7JPLH368JE346 und Jefferies GmbH, Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Deutschland, LEI: 5493004I3LZM39BWHQ75 abgegeben.

4.2.2 Zulassung zum Handel Die Gesellschaft wird, gemeinsam mit Morgan Stanley, die als Listing Agent fungiert, die Zulassung der Aktien der Gesellschaft zum Handel beantragen.

4.3 Weshalb wird dieser Prospekt erstellt? 4.3.1 Gründe für das Angebot und die Zulassung zum Handel Die Gesellschaft beabsichtigt, ihr gesamtes Grundkapital am regulierten Markt der Frankfurter Wertpapierbörse sowie im Teilsegment mit weiteren Zulassungsfolgepflichten (Prime Standard) der Frankfurter Wertpapierbörse zu notieren. Die Gründe für das Angebot and die Zulassung zum Handel sind (i) es Vantage Towers zu ermöglichen, Zugang zum Kapitalmarkt zu erhalten, und (ii) und den inneren Wert von Vantage Towers als einem kommerziell orientierten, engagierten und unabhängigen Betreiber von Mobilkommunikationsfunkturm- Infrastrukturen hervorzuheben.

4.3.2 Zweckbestimmung und geschätzter Nettobetrag der Erlöse Die Gesellschaft wird keine Erlöse aus dem Verkauf der Angebotsaktien erhalten. Unter der Annahme des angestrebten Mindestbruttoerlöses von EUR 2.000 Millionen aus dem Angebot für die Bestehende Aktionärin, würde der Nettoerlös für die Bestehende Aktionärin circa EUR 1.912 Millionen, nach Abzug der Gesamtkosten und -auslagen in Höhe von geschätzten EUR 88 Millionen im Zusammenhang mit dem Angebot und der Zulassung (welche (i) Provisionen für die Konsortialbanken (unter der Annahme der vollständigen Zahlung sowohl der Basisvergütung als auch der Ermessensvergütung) und (ii) andere geschätzte Auslagen), betragen. Unter der Annahme des angestrebten maximalen Bruttoerlöses von EUR 2.800 Millionen aus dem Angebot für die Bestehende Aktionärin, würde der Nettoerlös für die Bestehende Aktionärin circa EUR 2.702 Millionen, nach Abzug der Gesamtkosten und -auslagen in Höhe von geschätzten EUR 98 Millionen im Zusammenhang mit dem Angebot und der Zulassung (welche (i) Provisionen für die Konsortialbanken (unter der Annahme der vollständigen Zahlung sowohl der Basisvergütung als auch der Ermessensvergütung) und (ii) andere geschätzte Auslagen), betragen.

S-17 4.3.3 Übernahmevertrag Am 8. März 2021 haben die Gesellschaft, die Bestehende Aktionärin und die Konsortialbanken eine Übernahmevereinbarung über das Angebot und den Verkauf der Angebotsaktien im Zusammenhang mit dem Angebot abgeschlossen (der „Übernahmevertrag”). Der Übernahmevertrag sieht auch vor, dass die Verpflichtungen der Konsortialbanken von der Erfüllung bestimmter Bedingungen, einschließlich der Unterzeichnung einer Preisvereinbarung zur Übernahme und zum Kauf der Angebotsaktien zum Angebotspreis, abhängig sind. Im Übernahmevertrag haben sich die Bestehende Aktionärin und die Gesellschaft verpflichtet, die Konsortialbanken von bestimmten Verbindlichkeiten freizustellen, die im Zusammenhang mit dem Angebot entstehen können, einschließlich Verbindlichkeiten nach anwendbarem Wertpapierrecht.

4.3.4 Wesentliche Interessenkonflikte in Bezug auf das Angebot In Bezug auf das Angebot und die Zulassung bestehen keine Interessenkonflike.

S-18 1 RISK FACTORS Prospective investors should carefully consider the following risk factors in conjunction with the other information in this prospectus (“Prospectus”) before making an investment in the shares of Vantage Towers AG (the “Company”). In this Prospectus, the terms “Vantage Towers,” “Vantage Towers Group” and “Group” have the meaning given to them in “26 Glossary.” “Sites” comprise the infrastructure (“Passive Infrastructure”) on which customer equipment used to receive and transmit mobile network signals (“Active Equipment”) is mounted, as well as its physical location. “Macro Sites” are physical infrastructure, either ground based or located on the top of a building, where communications equipment is placed to create a cell in a mobile network, and include Streetworks and Long-Term Mobile Sites. “Streetworks” are compact and visually discreet monopole masts that are used to provide infill coverage, increased capacity or general coverage in urban areas as an alternative to rooftop towers; “Long-Term Mobile Sites” are transportable Passive Infrastructure units with a vertical element capable of hosting Active Equipment. According to article 16 of Regulation (EU) No 2017/1129 (the “Prospectus Regulation”) (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979), the risk factors featured in a prospectus must be limited to risks which are specific to the issuer and/or to the securities and which are material for investors in making an informed investment decision. Therefore, the following risks are only those material risks that are specific to the Company and to the Company’s shares. The following risk factors are organized into categories. In each category the most material risk factors, in the assessment undertaken by the Company, taking into account the expected magnitude of their negative impact on the Company and the probability of their occurrence, are set out first, with the two most material risk factors mentioned at the beginning of each category. The risks mentioned may materialize individually or cumulatively.

1.1 Risks Related to the Group’s Business and Industry 1.1.1 The Group currently depends and expects to continue to depend on Vodafone Group companies as its primary customers across its markets for a significant percentage of its revenue The Vantage Towers Group derives the majority of its revenue from members of the group comprising Vodafone Group Plc and its consolidated subsidiaries (the “Vodafone Group” or “Vodafone”). In each of the markets in which the Group operates, the local Vantage Towers operating company has entered into a master services agreement (each a “Vodafone MSA”) with the local Vodafone operating company (each a “Vodafone Operator”). On a pro forma basis, Vodafone accounted for 83% and 84% of the Group’s Macro Site revenue (being revenue earned from renting space and providing services to customers on Macro Sites) for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, respectively. Furthermore, under the Vodafone MSAs, Vodafone has committed to contract for the construction of approximately 6,850 new built-to-suit (“BTS”) Macro Sites across the Group’s markets between April 1, 2021 and March 31, 2026, except in Greece where the commitment is to contract for the construction of 250 new BTS Sites between November 17, 2020 and November 16, 2025 (the “Vodafone BTS Commitment,” and the period for which Vodafone has made this commitment, the “Vodafone BTS Commitment Period”). The Group is also Vodafone’s preferred supplier for additional Sites ordered by Vodafone over and above the Vodafone BTS Commitment during and after the Vodafone BTS Commitment Period. The Group’s revenues from other customers are primarily generated from the main mobile network operators (“MNOs”) other than Vodafone in each of the Group’s markets, including Deutsche Telekom and Telefónica in the Federal Republic of Germany (“Germany”), Orange and Telefónica in Spain, Cosmote and Wind Hellas Telecommunications SA (“Wind Hellas”) in Greece, and NOS and MEO in Portugal. As the majority of the Group’s revenue is currently generated from members of the Vodafone Group, Vantage Towers is exposed to credit or business risks affecting such members and the Vodafone Group as a whole. Members of the Vodafone Group that are customers of Vantage Towers may experience a decline in the demand for their services, or may be unable to meet, or be prevented from meeting, their financial or other obligations towards the Group. These circumstances could arise for a variety of reasons, including those outside their control, such as general economic instability or trends affecting and reducing demand in the telecommunications industry. If, as a result of a prolonged economic downturn or otherwise, Vodafone experiences financial difficulties, or members of the Vodafone Group are unable to meet their obligations to pay sums due under the respective Vodafone MSAs to which they are a party, or under new build projects or BTS commitments that they have made (including the Vodafone BTS Commitment), this could result in a loss of business and revenue for Vantage Towers. Furthermore, to the extent that Vodafone was to sell one or more Vodafone Operators to a third party, the Group may be exposed to increased credit or business risks depending on the financial condition of the purchaser.

1 Members of the Vodafone Group are also major customers of Infrastrutture Wireless Italiane SpA (“INWIT”), an Italian public company operating in the mobile network infrastructure sector in Italy in which the Group owns 33.2% of the outstanding share capital, and Cornerstone Telecommunications Infrastructure Limited (“Cornerstone”), a joint venture company operating the joint towers business of Vantage Towers and Telefónica UK Limited (“Telefónica UK”) in the United Kingdom, in which the Group owns 50% of the outstanding share capital. Members of the Vodafone Group have entered into MSAs with both INWIT and Cornerstone and have made BTS commitments to both companies. If Vodafone is unable to meet its obligations to INWIT or Cornerstone for any reason, this could result in a loss of business and revenue for INWIT or Cornerstone and thereby reduce the amount, or prevent the payment, of any dividend INWIT or Cornerstone are able to distribute to Vantage Towers. Any of these dynamics could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.1.2 The European telecommunications infrastructure industry could experience increased competition in the future The Group’s success will depend on its ability to compete against a variety of other telecommunications infrastructure companies. The Group may experience increased competition in certain areas of activity from established and new competitors, including independent tower companies that may enter its markets. In recent years, an increase in the number of European tower companies and corresponding number of available Sites has resulted in more intense competition for MNO customers as tower companies seek to increase their tenancies (being customer points of presence hosted on Macro Sites unless otherwise noted (“tenancies”), including physical tenancies and active sharing tenancies (both as defined below)), which may lead to downward pressure on prices for hosting services. Additionally, certain national or international MNOs may decide to compete with the Group by expanding or diversifying their operations, thereby causing a further increase in the level of competition. Vertically integrated MNOs could also enter into agreements (including reciprocal hosting terms with other vertically integrated MNOs) that lead to greater sharing of Passive Infrastructure, which could decrease demand for Sites and allow those MNOs to offer lower prices than competing tower companies can offer. To compete effectively, the Group needs to design and market its services successfully, maintain its infrastructure and anticipate and respond to various competitive factors affecting all of its markets and customers, such as pricing strategies adopted by the Group’s competitors, emerging technologies, changes in consumer preferences and general economic and social conditions. While the Vodafone MSAs have long-term pricing linked to inflation, competitive pressures or the Group’s inability to remain competitive could materially and adversely affect the Group’s contract rates and revenue from other customers. Should Vantage Towers be unable to compete effectively, this may adversely affect its ability to capture tenancies in its markets and grow its customer base, which in turn would put downward pressure on the Group’s revenue, profitability and cash flows in future periods.

1.1.3 Certain ground leases governing the Group’s use of the land on which its tower assets are located may be subject to non-renewal, renewal on commercially unattractive terms, or general disputes with landowners As of December 31, 2020, Vantage Towers operated approximately 47,200 Sites across Europe, which were in addition to approximately 26,400 Sites operated by INWIT (as of September 30, 2020) and approximately 15,400 Sites operated by Cornerstone. While the Group operates all of its tower assets, almost all of the land on which the Group’s tower assets are located is operated and managed under leases, licenses or administrative concessions with third parties or public authorities. These leases are for a contracted term and landowners may not wish to renew their leases with the Group when they expire or may request increased rents in order to renew the lease term. Furthermore, as a result of the transfer of lease agreements from members of the Vodafone Group to Vantage Towers Group companies as part of the establishment of Vantage Towers, the Group may have to renegotiate the terms of certain lease agreements. Some of the Group’s landlords may request changes to the length of, or an increase in the ground lease rates under, these agreements as part of these negotiations. In certain countries, renegotiations may also be required if new infrastructure outside of the scope of the original lease agreements is added to the Group’s Sites, including the infrastructure required to provide 5G coverage. To the extent the Group is unable to pass through any increased rental costs to its customers, this would have a negative impact on its margins. Landlords may also lose their rights to the land they own, or they may transfer their land interests to third parties, including to ground lease aggregators able to

2 use their scale to negotiate terms that may be less favorable to the Group, which could affect the Group’s ability to renew leases on commercially viable terms or at all. In addition, members of the Group have in the past, and may in the future, become involved in disputes with their landlords, which could interfere with Vantage Towers’ operation of a given Site or force Vantage Towers to construct new Sites in order to continue providing services to its customers. For example, the Group may face disputes with landowners regarding the particular terms of a lease, including in relation to its ability to sublease a particular Site or otherwise expand the amount of equipment or operations carried out on a Site, or regarding access to the Site. Furthermore, in connection with the establishment of Vantage Towers, the leases underpinning certain Sites were transferred to Group companies without seeking the explicit consent of the relevant landlords. Some of these landlords could potentially challenge such transfers or the contractual arrangements with Vodafone in respect of the relevant Site. The Group’s inability to negotiate rent renewals on attractive terms, or to protect its rights to the land under its towers, may result in an increase in lease-related costs and/or a loss of access to certain Sites. The loss of access to certain Sites could result in interruptions to the Group’s ability to provide services and the need to incur additional capital expenditure or costs to construct new alternative Sites for the Group’s customers. If any of these events were to occur to a significant extent, they could have a material adverse effect on the Group’s margins and profitability, and could have a negative impact on the Group’s reputation in the markets in which it operates.

1.1.4 The expansion and development of the Group’s business, including through organic growth or strategic acquisitions, involves a number of risks and uncertainties that could adversely affect its operating results or disrupt its operations The Company expects to grow its business by increasing tenancies on its Sites, building new Sites, developing new infrastructure and services to serve the growth of its customers, and conducting strategic acquisitions in its current markets or in new markets. In the medium term, the Group is targeting a tenancy ratio (as defined below) in excess of 1.50x across the operations in which it has a controlling interest, being Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland (the “Consolidated Markets”), compared to a tenancy ratio of 1.39x as of December 31, 2020. The Company defines tenancy ratio as the total number of tenancies (including when a customer locates its Active Equipment on a Site (“physical tenancies”) and when it shares its Active Equipment on a Site with a counterparty under an active sharing agreement (“active sharing tenancies”)) on the Group’s Macro Sites divided by the total number of Macro Sites (“tenancy ratio”). To achieve its target, the Group will need to add tenancies to those for which it already has commitments. Vantage Towers’ ability to compete for market tenancies and increase the number of tenancies on its Sites may be affected by a number of factors beyond its control, including a slow-down in the growth of, or a reduction in demand for, mobile communications services, the inability to effectively compete with other participants in the European telecommunications infrastructure industry, the development and implementation of new technologies that could reduce the use and need for tower-based mobile service transmission and decrease the demand for Site space, the inability to renegotiate leases to allow lease up, and customer churn due to mergers or consolidations among MNOs that could result in a decrease in the tenancy requirements of the consolidated companies. Accordingly, there can be no assurance that the Group will be able to continue to add tenants to its existing Site portfolio or implement tenancies in a timely and cost-effective manner. Furthermore, the Group’s future revenues and cash flows are supported by commitments from its customers to contract for the construction of new BTS Sites. As of the date of this Prospectus, the Group’s customers have entered into commitments for the construction of approximately 7,100 BTS Sites. Vantage Towers’ ability to construct new BTS Sites as part of its existing or future BTS commitments on time and on budget, and its ability to realize the anticipated increase in revenues or otherwise realize acceptable returns on these new BTS Sites, is subject to a number of risks. Many of these risks are beyond the Group’s control, including the need to obtain regulatory approvals, the availability of equipment and personnel, accidents, equipment breakdown, adverse weather, unexpected or uncontrollable increases in costs and other risks related to the deployment of new BTS Sites. Delays could adversely affect the Group’s ability to deliver BTS Sites in a timely and cost-effective manner, particularly in connection with the timelines contractually agreed with its customers, and may result in penalties depending on the terms of the underlying contractual arrangements. There can be no assurance that every individual BTS Site will be commercially viable, that the Group will overcome setbacks to construction, that the BTS Sites will be completed in accordance with customer requirements or that the Group will be able to finance the capital expenditures associated with BTS activity. Furthermore, the Group’s customers may cancel planned BTS roll outs for which they have not yet contracted, adversely affecting Vantage Towers’ ability to grow its Site portfolio. If the Group is not able to meet its

3 obligations under its customers’ BTS commitments, or if it is not able to achieve the anticipated results from the implementation of these commitments, its revenue may be materially adversely affected. The Group’s ability to grow through strategic acquisitions will also depend on a number of factors outside of its control, including its ability to identify suitable and available targets at an acceptable cost, reach agreements with counterparties on commercially reasonable terms and secure financing to complete larger acquisitions or investments. In some circumstances, it will also depend on the willingness of MNOs to engage with the Group on Site acquisitions on terms that meet the Group’s investment criteria. As the Group builds or acquires Sites, it will be subject to a number of risks and uncertainties, including incurring debt to finance such expansions or acquisitions, failing to realize the expected returns and financial objectives, problems with the effective integration of acquired Site portfolios, increased costs, assumed liabilities, potential regulatory issues applicable to the telecommunications industry, or the diversion of managerial time and resource. Achieving benefits from acquisitions depends in part on timely and efficiently integrating operations, infrastructure and personnel. Integration may be difficult and unpredictable for many reasons, including, among other things, differing systems and processes, cultural differences, customary business practices and conflicting policies, procedures and operations. The benefits of any acquisition may take considerable time to develop, and there can be no assurance that any particular transaction will produce the intended results or benefits. For example, there can be no assurance that the Group will be able to secure the expected benefits from its acquisition of the combined towers businesses of Vodafone-Panafon Hellenic Telecommunications Company SA (“Vodafone Greece”) and Wind Hellas or that the integration of the business into Vantage Towers will not give rise to operational challenges. In addition, integrating businesses may significantly burden management and internal resources, including through the potential loss or unavailability of key personnel. The Group may in the future acquire minority interests in other companies or enter into joint venture arrangements. The potential acquisition of minority interests in other companies or the entry by the Group into joint venture or other arrangements with them could result in the expected return on the relevant investment not being achieved due to the Group’s lack of control over the relevant investment vehicle. This may occur because the interests of other shareholders may not be the same as those of the Group, because the underlying business does not perform as expected, because of impairment in the value of such investment or for other reasons. As a result of any of the above, the Group’s expansion initiatives may not proceed in accordance with its plans, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

1.1.5 Any material increases in the Group’s primary costs or any failure or inability to achieve planned cost efficiencies, including its ground lease optimization program, could adversely affect the Group’s margins The Group’s primary costs are ground lease costs and operating expenses, which include maintenance costs, staff costs and other operating expenses. Ground lease costs comprise the rents that the Group pays to landlords to locate telecommunications infrastructure on the landlords’ property. They are the Group’s single largest cost and its largest efficiency opportunity. The renewal of a large proportion of the Group’s ground leases within a particular year could require significant upfront rent payments to be made upon such renewal, which in turn could decrease the Group’s operating cash flows for that particular year. The remainder of the Group’s costs consist of maintenance costs, staff costs and other operating expenses. With the exception of Spain and Greece, the Group incurs maintenance costs from the Vodafone Group under the terms of long-term services agreements. Long-term services agreements have been entered into between the Vodafone Operator and the local Vantage Towers operating company in each of Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland (each a “Long-Term Services Agreement” and together, the “Long-Term Services Agreements”). Under these agreements, Vodafone enables the Group, among other things, to access the services of third-party service providers with which the Vodafone Group has contracted through a small number of regional or national maintenance contracts in each market or, in the case of Romania, to receive maintenance services provided directly by Vodafone Romania SA (“Vodafone Romania”). In Spain, Vantage Towers incurs maintenance costs directly from a third-party service provider, and, in Greece, maintenance services are provided or procured by Victus Networks SA (“Victus”), a joint venture between Vodafone Greece and Wind Hellas the Passive Infrastructure business of which is expected to transfer to Vantage Towers SA (“Vantage Towers Greece”) during the first half of 2021. The majority of the

4 Group’s operations and maintenance (“O&M”) contracts are due to expire in 2021 and 2022, and the Group plans to negotiate stand-alone contracts directly with third-party service providers thereafter. The Group’s new O&M contracts may be on terms less favorable to the Group, which could result in an increase in the Group’s maintenance costs. Staff costs include wages and salaries, social security contributions, accruals related to share-based payment, retirement benefits and other contingencies, commitments or personal expenses. Other operating expenses include energy costs, costs under the transitional services agreements entered into between the Vodafone Operator and the local Group operating company in each of Germany, Spain, Portugal, Romania, Hungary and Ireland (the “Transitional Services Agreements”), costs under the Long- Term Services Agreements, costs under certain support agreements (the “Support Agreements”) between the Group companies and Vodafone Group Services Limited (“VGSL”) (excluding those costs allocated to maintenance and staff), and other general and administrative costs. Other than energy costs, these costs are largely fixed in nature and escalate primarily in line with inflation in each relevant market. The Group incurs energy costs in relation to the energy consumed by its customers’ Active Equipment (“Active Energy”) and by its own Passive Infrastructure (“Passive Energy”). While Active Energy costs are passed through to the Group’s customers based on consumption, with no margin for the Group, Passive Energy costs are mostly offset by fixed annual fees per Site charged in each of the Group’s markets. In Greece, Vodafone procures power for each Site directly from energy suppliers. While there is a fixed element to the Group’s cost base, and certain of its costs only increase in line with inflation, there remains the risk that certain variable costs will increase faster than expected, or that certain fixed cost arrangements will need to be renegotiated on their expiration. Accordingly, there can be no assurance that the Group’s costs will not increase in the future or that the Group will be able to successfully pass on any such increases in costs to its customers. In particular, any increases that exceed the caps on the inflation-linked fee escalators under the Vodafone MSAs and other customer contracts could reduce the Group’s operating margins and cash flows and may have a material adverse effect on its financial condition and results of operations. Furthermore, as part of its strategy, the Group will aim to enhance its margins by reducing its ground lease, maintenance and energy costs. The Group operates a ground lease optimization program through which it is seeking to reduce its ground lease costs by selectively acquiring either the land on which certain of its Sites are located or the long-term rights of use (“RoUs”) of land or property on margin accretive terms. The ground lease optimization program is expected to increase the attractiveness of the Group’s Sites by reducing long-term costs and securing land ownership or long-term RoUs. In addition, the Group is focused on improving its maintenance costs and energy efficiency. The failure or inability to carry out any of these cost efficiencies, any unexpected increases in the costs to carry out any of these initiatives, or the failure to achieve the cost reductions or other financial or performance benefits expected from any of these efficiencies, could have a material adverse effect on the Group’s margins.

1.1.6 New technologies could reduce the use of Site-based mobile services and could make the Group’s business less desirable to, or necessary for, customers The development and implementation of new technologies could reduce the use of Site-based mobile transmission and reception services and could have the effect of decreasing demand for Site space. Examples of new technologies that may reduce the demand for tower-based antenna space include single antennae that can operate in multiple frequency bands and spectrally efficient technologies, which could potentially relieve some network capacity problems, either of which would reduce the need for MNOs to add more tower-based antenna equipment at certain Sites. Moreover, the emergence of alternative technologies, such as the delivery of mobile communications by satellites, could reduce the need for tower-based mobile services transmission and reception. While Vantage Towers continuously strives to develop its range of services and to monitor the technological evolution in the telecommunications sector, if it is unable to identify and adapt to shifting technological changes promptly, or if it fails to acquire or develop the necessary capabilities and expertise to match its customers’ changing needs, this could cause a loss in customers and a reduction in the Group’s revenue, profitability and cash flows, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

5 1.1.7 A reduction in demand for Sites or space on Sites could adversely affect the growth of the Group’s business Demand for the Group’s Site space is dependent on demand from MNOs, such as Vodafone, which, in turn, is dependent on subscriber demand for mobile services. Most types of mobile services currently require ground-based network facilities, including Sites for transmission and reception. The extent to which MNOs contract for Sites or space on Sites depends on a number of factors beyond the Group’s control, including the level of demand for mobile services, the financial condition and access to capital of such MNOs, the strategy of MNOs with respect to owning or leasing Sites, changes in telecommunications regulations, general economic conditions and population density. Demand for Sites or space on Sites can be adversely affected by changes in government regulation applicable to MNOs, which can negatively affect the number of users of mobile services or the expansion plans of MNOs, both of which could adversely affect the demand for Sites. Regulation may also limit or prohibit MNOs using certain brands of technology in the development of their mobile communications networks, thereby causing changes to their supply chain and delays to their growth plans, which may impact the short- term demand for the Group’s services. For example, regulations that ban or severely restrict the use of Huawei equipment and services in national 5G network infrastructure may impact MNOs’ network development and roll out plans, which may, in turn, reduce demand for tenancies on the Group’s Sites and for the construction of new BTS Sites. While many countries continue to allow Huawei technologies in 5G network infrastructure, bans or restrictions on the use of such technologies have been implemented in the United States of America (“United States” or “U.S.”), the United Kingdom, Japan, Australia and New Zealand, amongst others. A number of other countries, including certain countries in which the Group operates, are considering such bans or restrictions as well. If Huawei technologies were banned or severely restricted in markets in which the Group operates, MNOs in these markets could be required to remove Huawei equipment from their networks at considerable operational and financial cost, which could cause them to, amongst other things, reduce the number of Sites on which they locate their equipment or delay their 5G network roll out plans. Any of these actions would adversely affect demand for tenancies on the Group’s Sites and for new BTS Sites to support the roll out of 5G networks. Demand for the Group’s Sites may also be impacted by MNOs sharing the Active Equipment that they install on the Group’s Sites (referred to as “Active Sharing Arrangements”) or by market consolidation among MNOs, particularly following recent European Union (“EU”) jurisprudence that has been seen as being more permissive of consolidation amongst MNOs in Europe. MNOs enter into Active Sharing Arrangements for a number of reasons, including to reduce the time needed to establish coverage, to undertake efficient network investments with other MNOs and limit inefficient network duplication and to rationalize and increase the efficiency of their networks. Typically, when MNOs enter into Active Sharing Arrangements or merge, combine or otherwise consolidate, one or both MNOs remove their Active Equipment from certain Sites and effectively remove themselves from designated zones in national markets, which may adversely affect tower companies, such as Vantage Towers, by causing a reduction in existing tenancies and in demand for future tenancies. While Vodafone’s current Active Sharing Arrangements contain terms that protect the Group’s profitability and limit its exposure to the risk and cost of Site decommissioning, new Active Sharing Arrangements amongst MNOs, or general consolidation in the market, could reduce the overall demand for space on the Group’s Sites or the possible revenue addressable by the Group, which could in turn lead to a reduction over time in the Group’s business, financial condition and results of operations. In addition, a reduction in coverage obligations in any of the Group’s markets could reduce anticipated demand for the Group’s services. For example, in a number of the markets in which the Group operates national regulators have recently implemented or are expected to implement coverage obligations that require MNOs to provide network coverage of certain quality over certain areas, driving demand for additional tenancies on the Group’s Sites. To the extent that regulators reduce or repeal existing coverage obligations, or do not implement anticipated coverage obligations, MNOs may reduce plans to colocate on new Sites or build new towers in the areas subject to the coverage obligations, which would have an adverse effect on demand for the Group’s Sites. A reduction in demand for Sites or space on Sites resulting from any of the factors described above could have a negative impact on the Group’s ability to grow its revenue in line with its growth strategy.

6 1.1.8 Demand for the Group’s services is impacted by overall economic conditions, particularly in the markets in which the Group operates A weak or uncertain economic environment in the markets in which Vantage Towers operates could adversely impact the Group’s business and the demand for its services. For example, a decrease or stagnation in national gross domestic products, declining levels of confidence by consumers or businesses, increased interest rates or rising costs of raw materials could all have an indirect impact on the Group’s business and prospects. Similarly, low levels of inflation could adversely affect the Group’s revenue growth because, under the terms of the Vodafone MSAs, annual revenues are linked to the consumer price index (“CPI”) in the relevant market. However, if the rate of inflation in the Group’s markets exceeds the caps on CPI-linked revenues in the Vodafone MSAs and certain of the Group’s other customer contracts, this could also have a negative impact on the Group’s margins. Economic conditions can be impacted by a number of factors, including volatility in global financial markets, higher interest rates, inflation, unemployment rates, trade policy and conflicts, consumer confidence, lower corporate earnings, tighter credit conditions and both public and private debt levels. Furthermore, geopolitical tensions, terrorism, natural catastrophes, epidemics and/or pandemics, such as the COVID-19 pandemic, or other unforeseen events may lead to declines in demand for the Group’s services and lower revenue for the Group, including as a result of unexpected, short-term responses from governments in the markets in which the Group operates. While global economic conditions have been broadly conducive to the Group’s business in recent years, the positive momentum in the global economy has been significantly adversely affected by the COVID-19 pandemic, leaving many countries with a challenging mid-term outlook, according to the IMF. Europe is facing a recession and a number of structural issues, including a lingering debt crisis and political instability in certain EU member states, each of which could cause prolonged economic uncertainty or an economic downturn. Economic and financial conditions have also been affected, and may continue to be adversely affected, by the United Kingdom’s exit from the European Union (“Brexit”). In addition, global economic developments are currently subject to a high degree of uncertainty with respect to the stability of the global trade and tariff framework. The introduction of new regional or international trade barriers, including tariffs such as those imposed by the United States on certain imports from a number of trading partners and a broad range of imports from China, withdrawal from or renegotiation of bilateral and multilateral trade agreements by the United States, or any countermeasures by regional or global trading partners, including the EU, could have a negative impact on the economic environment in the markets in which the Group operates and thereby result in a lower level of demand for the Group’s services. Any economic downturn in Europe, lower than expected growth or an otherwise uncertain economic outlook in the markets in which the Group operates, or any perception thereof by the Group’s customers, could have a material adverse effect on demand for the Group’s services and put pressure on the prices the Group charges for its services or the costs it incurs, resulting in a material adverse effect on its business, financial condition and results of operations.

1.1.9 Demand for the Group’s services could be affected by its customers’ inability to maintain or secure frequencies for their services The Group’s main customers have the right to use frequencies to propagate their mobile network services based on adjudication and license and renewal procedures that are beyond the Group’s control. While the Group’s activities do not depend on the authorizations relating to the right to use the frequencies owned by the Group’s customers, the ability of its customers to maintain the right to use such frequencies depends on these authorizations. For example, the Vodafone Group has authorizations to use certain frequencies in the different markets in which it operates. Such authorizations are typically granted by the authorities of each jurisdiction for a limited period of time, which may vary. Other MNOs are also subject to the same or similar licenses and limitations. There is no certainty that in the future the Group’s customers will be able to retain the right to use frequencies or that such frequency rights will be renewed upon expiration. Should any of the Group’s customers lose the right to operate on any portion of the frequencies currently assigned to them or be unable to secure new spectrum rights required for future technologies, this could result in reduced demand for the Group’s services, which could have a material adverse effect on the Group’s revenue and, consequently, its results of operations.

7 1.1.10 The Group is exposed to risks derived from the development, maintenance and expansion of its Passive Infrastructure, including the need for ongoing capital expenditure The Group’s ability to maintain a high level of service depends on its ability to develop, maintain and expand its Passive Infrastructure. This requires significant amounts of capital and other long-term expenditures and depends on the Group’s ability to assess the condition of its Passive Infrastructure assets and obtain sufficient financing to finance these projects. It is difficult to estimate the technical life of the Group’s Passive Infrastructure assets with precision because each telecommunications tower is composed of different elements, each of which has a different technical life. Capital expenditure amounts related to the maintenance of the Group’s Passive Infrastructure assets are expected to be relatively stable, but may nevertheless vary from time to time based on factors such as the cost of machinery, construction works and connections to electricity networks. New forms of services or Passive Infrastructure may also require higher levels of capital expenditure. Any significant increase in capital expenditure requirements could have a material adverse effect on the Group’s profitability. Under the Vodafone MSAs, there are limited circumstances in which the Group may recharge certain capital expenditure to the Vodafone Operator in connection with upgrades to existing Sites. The Company otherwise expects to finance its future capital expenditures through a variety of means, including internally generated cash flows and/or external borrowings. The actual amount and timing of the Group’s future capital requirements may differ from its estimates as a result of, among other things, (i) unforeseen delays or cost overruns in implementing measures responsive to regulatory reforms, (ii) unanticipated expenses, (iii) engineering and design changes, or (iv) technological changes, such as those arising from the unexpected phase-out of technologies. There can be no assurance that financing from external sources will be available at the time or in the amounts necessary or at competitive rates to meet the Group’s requirements in relation to these matters. If the Group is unable to obtain financing for capital expenditures, this could limit the Group’s ability to maintain its current operations, construct new BTS Sites for Vodafone or other customers, respond to regulatory or technological developments or expand in the future, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.1.11 The Group’s Sites or support facilities may be affected by natural disasters, force majeure events, physical attacks or other unforeseen events or damage The Group’s Sites and other facilities and the Vodafone shared services centers that support the Group’s operations, including two network operations centers (“NOCs”), are subject to risks associated with natural disasters, extreme weather or other catastrophic events, such as ice, wind storms, floods, landslides, mudslides, avalanches, earthquakes, power outages, telecommunication failures, network software failures, acts of vandalism or terrorism, theft or fuel shortages or other unforeseeable events and damage. For example, in certain jurisdictions in which the Group operates, public perceptions of possible health risks associated with mobile communications technology, particularly 5G, have resulted in physical attacks, including arson, being perpetrated on Sites. The Group’s operating procedures may not be adequate to materially limit the potential damage that could be caused by these unforeseen events. Any damage or destruction, in whole or in part, to any of the Group’s Sites or support facilities as a result of these or other events could impact its ability to operate normally and to continue to provide services to its customers. There is no assurance that the Group’s insurance coverage will adequately cover all costs of repairs or that its recovery plans will be sufficiently effective. Moreover, an unforeseen event could impact the Group’s ability to serve its customers and could in turn impact the Group’s reputation and cause a loss to certain customers that could give rise to a claim for damages or other contractual measures (such as, for example, the payment of penalties or the right to terminate the contract itself). The occurrence of any of these events could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.1.12 The Group, or Vodafone on the Group’s behalf, engages third-party contractors and suppliers for various services, and any disruption in or non-performance of those services would adversely affect the Group’s ability to effectively meet the expectations of its customers and/or maintain its Passive Infrastructure The Group, or Vodafone on the Group’s behalf, engages third-party contractors to provide various services in connection with Site construction, power management, access management, security and the maintenance of Sites. The Group receives O&M services from third-party providers under the terms of the Long-Term Services Agreements in certain of its markets. In addition, the Vodafone Procurement Company Sàrl (the “VPC”),

8 Vodafone’s principal procurement company, procures suppliers for services on behalf of Vantage Towers pursuant to procurement agreements (the “Procurement Agreements”) with the local Group operating companies in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland. The Group is therefore exposed to the risk that the services rendered by its third-party contractors will not always be satisfactory or will not match the Group’s and/or its customers’ targeted quality levels, standards and operational specifications. As a result, the Group’s customers may be dissatisfied with its services and the Group may be required to pay service credits under its customer contracts. While under the terms of the Procurement Agreements, Group companies are entitled to service credits from the VPC for any failures in the performance of third-party services, if the performance of the Group’s third-party contractors results in its customers being dissatisfied, this could adversely affect the Group’s reputation, business, financial condition and results of operations. Furthermore, if the Group’s suppliers are unable to continue to provide timely and reliable services or key products, the Group could experience interruptions in the delivery of its services. If the Vantage Towers Group is required to undertake this work itself, it would require time and attention from the Group’s management and lead to increased future operating costs while the work is carried out, which could in turn materially adversely affect its business, financial condition and results of operations.

1.1.13 The Group is subject to risks relating to its equity investments in INWIT and Cornerstone The Group owns 33.2% of the outstanding share capital of INWIT and 50% of the outstanding share capital of Cornerstone. The Group’s investments in INWIT and Cornerstone are subject to a number of risks and challenges, including: • a period of decline in the share price of INWIT, or a change in the current or anticipated operational performance of, or an announcement of adverse changes or events by, INWIT could lead to an impairment charge to the Group’s investment and have an adverse effect on the Company’s share price; • significant asset impairments, material asset or business sales, changes in operational performance or loss of key personnel at INWIT or Cornerstone, amongst other factors, could impact the performance of the Group’s equity investments and impair their ability to achieve their guidance and targets, which could impact the value of the Group’s investment; • the Group’s business and legal interests may not always be aligned with those of its joint venture partners or, in the case of INWIT, the other shareholders thereof, and there can be no assurance that INWIT, Cornerstone or other companies in which the Group invests will be successful or achieve their planned objectives; • the Group may not have the level of control over its equity investments that it requires to fulfil its strategic goals or to prevent quality control issues, inefficiencies or other operational problems; • each of Telecom Italia SpA (“Telecom Italia”) and Telefónica UK may sell its interest in INWIT or Cornerstone, respectively, which could result in disruption to Vantage Towers’ business objectives and strategy; and • the shareholders’ agreement governing the Group’s investment in INWIT restricts the Group’s ability to compete separately in Italy. Furthermore, Telecom Italia (in respect of INWIT) or Telefónica UK (in respect of Cornerstone) may take actions contrary to the Group’s requests or contrary to its policies or objectives, be unable or unwilling to fulfill their obligations under the relevant shareholders’ agreement or have financial difficulties. A serious dispute with Telecom Italia or Telefónica UK or serious problems arising in INWIT or Cornerstone may cause the loss of business opportunities or disruption to or termination of the respective shareholders’ agreement. Moreover, if either shareholder commits a material breach of the transfer restrictions under the Cornerstone shareholders’ agreement (which generally prohibit the sale of shares in Cornerstone to a mobile operator in the United Kingdom that is a competitor of Vodafone Limited (“Vodafone UK”) or Telefónica UK) or is subject to insolvency, they may be required to sell their investment to the non-breaching shareholder under the terms of the agreement. These buyback rights may be exercised at a price below fair market value in limited circumstances. A dispute may also give rise to litigation or other legal proceedings, which would divert management’s attention and other resources. Any of the above risks, if they materialize, may have a material adverse effect on the Group’s financial condition and results of operations.

9 1.1.14 The Group is dependent on key members of its management team and other qualified personnel The Group believes that its senior management team contributes significant experience to the management and growth of its business. The success of the business and the Group’s ability to execute on its business strategy will depend on the efforts of the senior management team. If the relationship with one or more of these key figures ends for any reason, there is no assurance that the Group will be able to replace them in the short term with people of comparable experience and qualifications. Any material delay in replacing such individuals may have an adverse effect on the operations of the Group and the public perception of the strength of the Group’s business. The Group’s success is also dependent on its ability to hire and train competent and committed technical staff. As its business continues to grow, the Group will need to attract additional employees who have the requisite levels of skill and experience. Competition for highly trained managers and qualified technical personnel is very intense across Europe and the Group may not be able to attract and retain sufficient numbers of skilled and motivated employees. Any failure to do so could have an adverse effect on the Group’s operation of its business.

1.1.15 Any deterioration in the Group’s relationships with its employees and their trade unions or employee representative bodies could impact the Group’s business and reputation The Group strives for good relationships with its employees, trade unions, employee representative bodies (such as works councils (Betriebsräte)) and other stakeholders to operate its business successfully. In certain of its markets, including Germany and Spain, the Group is required to comply with collective agreements, such as collective bargaining agreements (Tarifverträge) and, in Germany, a works council agreement (Betriebsvereinbarungen), that are in place with trade unions, works councils and other employee representative bodies. Any deterioration in these relationships, including strikes or other types of conflicts with employees or their trade unions, could adversely impact the Group’s operations. Furthermore, when current collective agreements expire or agreements must be negotiated, the Group may not be able to conclude new agreements on terms and conditions that it considers to be reasonable, or without work stoppages, strikes or similar industrial action. Any strikes, conflicts, work stoppages or other industrial actions may disrupt the Group’s business, damage its reputation and adversely affect its customer relations, which could in turn have a material adverse effect on its business, financial condition and results of operations. A number of collective agreements that apply to Vantage Towers impose certain obligations and restrictions on the Group that may adversely affect its flexibility to undertake adjustments to its workforce, restructurings, reorganizations and similar corporate actions in a timely manner or at all. For example, in Germany, in addition to the protections that its employees generally have under applicable employment laws, some of Vantage Towers’ employees enjoy some form of special protection against dismissal, including under commitments contained in collective agreements, which means that ordinary dismissals of these employees will be subject to regulatory or contractual restrictions. Moreover, any restructuring or reorganizational measures that the Group succeeds in carrying out may strain relations with employees and their representatives. This may in turn make it more difficult for the Group to subsequently negotiate, renew or extend collective agreements in a favorable and timely manner. The Group may also become subject to new collective agreements, which may increase the Group’s operating costs. Any failure to negotiate wages and other key employment conditions that are reasonable and fair from the Group’s perspective in a manner that avoids collective action could have an adverse effect on the Group´s business, financial condition and results of operations.

1.1.16 One or more of the Group’s MSAs (or those of INWIT or Cornerstone) may not be renewed, may be renewed after Vodafone exits a number of Sites or may be subject to early termination under certain circumstances Each Vodafone MSA has an initial term of eight years (until November 2028) and renews automatically following the expiration of its initial term for three additional eight-year terms, subject to the Vodafone Operator’s right at the end of each term not to extend the agreement. In the event that a Vodafone MSA is extended at the end of its initial term, the local Vodafone Operator can typically terminate up to 5% of the total number of Site agreements related to Legacy Sites (being certain Sites listed in the Vodafone MSA existing on its effective date (“Legacy Sites”)) in effect as at the beginning of the final contract year of the initial term, typically increasing to 10% for the second and third terms. These rights are in addition to almost all Vodafone Operators’ annual right to terminate up to 0.5% of all Site agreements with at least six months’ prior notice,

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

1.1.17 The provision for restoration costs recorded in the Group’s condensed combined interim financial statements may be inadequate In the ordinary course of business, the Group is required to dismantle infrastructures and restore Sites following Site decommissioning in accordance with lease agreements for the land or buildings where those Sites are located. The Group is responsible for the costs of dismantling infrastructures and restoring Sites. The dismantling of Sites reduces the value of assets by an amount equal to the carrying value of the decommissioned Sites and leads to a reduction in the provision for restoration costs (i.e., the asset retirement obligation provision). On a combined basis, the Group’s asset retirement obligation provision was EUR 280 million and EUR 320 million as of September 30, 2020 and December 31, 2020, respectively. Going forward, this amount will be affected by decreases in relation to the decommissioning of Sites, increases in relation to new Sites, and changes to key estimates, such as assumed unit cost of Site restoration, inflation/discount rates and the expected date of decommissioning. The value of the asset retirement obligation provision is dependent both on the unit cost of Site restoration and inflation/discount rates, which are outside of the Group’s control and could have a material adverse effect on its business, financial condition and results of operations.

1.1.18 The goodwill recorded in the Group’s financial statements might be subject to impairment in the future As shown in the unaudited condensed combined interim financial statements as of and for the three months ended December 31, 2020 (the “Unaudited Three-Month Condensed Combined Interim Financial Statements”), the Group recorded goodwill of EUR 3,446 million on a combined basis, representing 69% of its total equity, as of December 31, 2020. Intangible assets that have an indefinite useful life are not amortized, but rather are subject to impairment tests on at least an annual basis. Impairment tests on intangible assets that have an indefinite life carried out in the future may result in recognizable losses. An impairment loss is recognized when the carrying value of the cash-generating unit exceeds the recoverable amount. The recoverable amount of a cash-generating unit to which goodwill has been allocated is the higher of its fair value, net of disposal costs, and its value in use. In calculating the value in use, estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market interest rates, considering the length of the investment period and the specific risks associated with the cash- generating unit. The information on which impairment testing is based (including, in particular, expected cash flows and discount rates) is influenced by macroeconomic factors, market and regulatory frameworks and assessments of future events that will not necessarily occur, or that may occur in a manner other than that currently foreseen. As a result, the information on which impairment tests are based may be subject to variations that are not foreseeable as of the date of this Prospectus. If the Group shows a decreasing ability to generate cash flows and its operating results substantially differ from, and are worse than, the forecasts and estimates on which its impairment testing is based, the Group may

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

1.1.19 The Group’s Sites may be subject to interruptions or breaches caused by prolonged electricity outages The Group’s Sites are exposed to interruptions or other malfunctions caused by prolonged electricity outages. To prevent and respond to energy blackouts, the Group is required under the terms of the Vodafone MSAs to maintain battery backup energy sources at its Sites and to use reasonable endeavors to maintain energy services using mobile Sites or diesel generators. The Group is also required to maintain disaster recovery plans at its Sites to cover service interruptions and allow for the rapid restoration of services if they are disrupted by a disaster. Such back up sources could prove insufficient in the event of a sustained power blackout, which could lead to a loss of customers if not managed appropriately. Furthermore, the Group supplies power to its customers’ Active Equipment through a connection to third-party owned energy transport and distribution networks (although in some limited cases power is supplied to the Group’s Sites under the terms of the Group’s lease agreements with its landlords). Such energy networks may be subject to congestion, failures or outages, and the operators of these networks may fail to fulfill their contractual obligations relating to energy transport or distribution, or they may terminate the relevant agreements, leading to an interruption in energy supply. Any energy network outage could result in significant additional costs for the Group or significantly impair its ability to provide services to its customers, negatively impacting its reputation in the market. Any of these occurrences could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.1.20 A computer system failure, security breach or cyberattack could significantly disrupt the Group’s ability to operate its business Vantage Towers is exposed to the risk that third parties or malicious insiders may attempt to use cybercrime techniques, including distributed denial of service attacks to disrupt the availability, confidentiality and integrity of the information technology (‘‘IT”) systems on which the Group relies, which could result in disruption to key operations, make it difficult to recover critical services, and damage assets. The Group relies on the Vodafone Group’s IT systems for operational, business and technology support under the terms of the Support Agreement at the Group level and the Long-Term Services Agreements at operating company level. The Group is also in the process of developing certain of its own IT systems. Physical intrusions, security breaches and other disruptions of or to IT systems and network infrastructure, whether owned by Vodafone or Vantage Towers, could affect the Group’s ability to provide its services properly, reducing their quality and damaging its reputation, and could also jeopardize the security of the information recorded or transmitted across customer networks or Vantage Towers’ systems, or the integrity of their technical systems. Any such disruption could have a material adverse impact on the Group’s business.

1.1.21 The collapse of all or part of a Site or the occurrence of another Site-related accident may result in property damage, injury or death, which may adversely affect the Group’s financial condition and reputation If all or part of a Site collapses, or if another Site-related accident takes place, including, but not limited to, accidents associated with working at height or with electricity, there is a risk that such events could result in property damage, injury to, or the death of, members of the public or employees, subcontractors or customer personnel. This could result in the Group or its senior management being subject to civil damages and criminal penalties under local law. They could also have a negative impact on the Group’s reputation and may affect its ability to win or service future business or recruit employees, or may increase the risk of local community opposition to the Group’s existing Sites or the construction of new Sites. The consequences Vantage Towers may suffer due to the foregoing could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.1.22 The Group’s external debt could limit its future financing options and otherwise impact its business As of December 31, 2020, the Group had EUR 1,675 million of Net Financial Debt on a pro forma basis. The Group’s indebtedness may increase in the future for various reasons, including to finance expansionary capital expenditures or other growth opportunities. However, the Group’s overall leverage may, together with the covenants in its financing arrangements, limit its ability to obtain additional funding for working capital, capital expenditure and growth opportunities in the future, as well as its ability to refinance its debt obligations

12 or to pay a dividend. In addition, it could adversely affect the Group’s flexibility to respond to changing business and economic conditions, making it more vulnerable to adverse economic and industry conditions. Furthermore, a portion of the Group’s cash flows must be dedicated to interest payments on its indebtedness and are therefore not available for other purposes. The Group’s ability to meet its debt service obligations will depend on its future performance. If the Group does not generate enough cash to pay its debt service obligations, it may be required to refinance all or part of its existing debt, sell assets, borrow more or raise equity.

1.1.23 The Group’s costs could increase and its revenues could decrease due to perceived health or environmental risks from radio emissions and electromagnetic radiation, especially if these perceived risks are substantiated Public perception of possible health or environmental risks associated with mobile communications technologies, particularly the impact of 5G, could affect the growth of MNOs, which could in turn affect the growth of the Group. In particular, negative public perception of, and regulations regarding, these perceived health or environmental risks could undermine the market acceptance of mobile communications services, increase opposition to the development and expansion of towers and lead to ground lease cost increases where the towers are located. The potential connection between radio frequency emissions and certain negative health or environmental effects has been the subject of substantial study by the scientific community in recent years and numerous health-related lawsuits have been filed against MNOs and mobile device manufacturers. If a scientific study or court decision in one of the markets in which the Group operates or elsewhere resulted in a finding that radio frequency emissions pose health or environmental risks, it could negatively impact the Group’s customers and the market for mobile services, which could have a material adverse effect on the Group’s business, financial condition and results of operations. Furthermore, the Group’s insurance with respect to the potential harm from electromagnetic radiation may not be sufficient to cover all or a substantial portion of any liability the Group may have.

1.2 Legal, Regulatory and Tax Risks 1.2.1 The Group’s business, and that of its customers, is subject to evolving laws and regulations, which could restrict the Group’s ability to operate its business The Group’s business, and that of its customers, is subject to EU, national, state and local law and regulation governing telecommunications and the construction and operation of mobile telecommunications Sites. These laws and regulations can delay, prevent or increase the cost of new Site construction, modification, additions of new Passive Infrastructure or Active Equipment to a Site, or Site upgrades, thereby limiting the Group’s ability to respond to customer requests and requirements, or to expand its operations on any given Site. In the ordinary course of constructing its Passive Infrastructure and providing its services, the Group is required to obtain, maintain and routinely renew a variety of licenses, authorizations and other permits from administrative and regulatory agencies in the markets in which it operates, as well as rights-of-way from utilities and other private and governmental entities. In the future, some of these existing licenses, authorizations or permits may be revoked, or the Group’s applications for renewals or new leases could be denied or granted only in part. In addition, certain licenses for the operation of the Group’s Sites may be subjected to additional terms and conditions with which Vantage Towers cannot comply. Existing regulatory policies and changes in such policies may materially and adversely affect the timing or cost of expanding the Group’s Site portfolio and additional regulations may be adopted which increase delays, result in additional costs or prevent completion of the Group’s expansion plans in certain markets. Zoning authorities and community organizations may oppose the construction of Passive Infrastructure in their communities, which could delay, prevent or increase the cost of new infrastructure construction, modifications, or Site upgrades, thereby limiting the Group’s ability to respond to its customers’ demands and requirements. Jurisdictions in which the Group currently operates may also enact new, or increase existing, license fees. The Group’s failure to obtain or maintain necessary licenses, authorizations and rights-of-way, or to comply with the obligations imposed upon license holders, including the payment of fees, in one or more countries, may result in sanctions or additional costs, including the revocation of authority to provide services in a particular jurisdiction. The existing laws or regulations under which the Group operates may be repealed, amended or overruled, and new regulation may be promulgated at any time. Additionally, governmental authorities or courts may change their interpretation of existing laws or regulations in areas such as network neutrality, licensing fees, environmental matters, health and safety regulations, privacy, intercarrier compensation, infrastructure access terms and pricing, interconnection and the market value of property, in general or in ways that are particular to the Group’s industry. Such changes in interpretation may increase costs, restrict operations or decrease revenue,

13 and the Group’s inability or failure to comply with such changes could result in the temporary or permanent suspension of operations in one or more jurisdictions. Furthermore, the Group’s customers are subject to a wide-ranging regulatory regime, stemming from EU, national, state and local rules and requirements, in particular with respect to administrative, antitrust and environmental matters. For example, the Group’s customers are subject to rules and regulations that govern where and under what conditions they can locate their Active Equipment, which can indirectly affect the Group’s own operations. Should any of the Group’s customers be deemed to be in violation of these regulations, they could be exposed to a range of sanctions, including the temporary or definitive shut-down of operations on a particular Site, which in turn could affect the level of business and revenue the Group derives from such customers. Moreover, any regulatory decisions relating to the reallocation of frequencies, coverage obligations, the location of Sites, or budgetary measures implemented by national, regional or local authorities could require or make it advisable for the Group to relocate or shut down some of its Sites or for MNOs to change or reduce their roll out plans. For example, a reduction in coverage obligations in any of the Group’s markets could reduce anticipated demand for the Group’s services. Vantage Towers cannot guarantee that existing or future laws or regulations, including EU, national, state, regional and local laws, will not adversely affect its business, generate delays in its expansion plans or result in additional costs for the Group. These factors may have a material adverse effect on the Group’s business, financial condition and results of operations.

1.2.2 Environmental and health regulations impose additional obligations and subject the Group to potential liability The Group is subject to various environmental and health and safety laws and regulations in the markets in which it operates concerning issues such as damage caused by air emissions, noise emissions, electro-magnetic radiation, driving, working at height and working with electricity. These laws can impose liability for non- compliance, are increasingly stringent and may in the future create substantial compliance liabilities and costs. While the Group intends to comply with applicable environmental and health and safety regulations, it is possible that such compliance may prove to be costly. In addition, the Group may become subject to monetary fines and penalties for violation of applicable laws, regulations or administrative orders as well as potential clean-up liability, which could result in the closure or temporary suspension of, or adverse restrictions on, its operations. The Group may also, in the future, become involved in proceedings with various environmental authorities that may require the Company to pay fines, comply with more rigorous standards or other requirements or incur capital and operating expenses for environmental compliance. In addition, third parties may sue the Group for damages and costs resulting from environmental contamination. Although the Group is currently not subject to any material litigation in respect of environmental or health and safety regulations, there can be no assurance that breaches of such regulations have not occurred or will not occur or be identified or that these regulations will not change in the future in a manner that could have a material impact on the Group’s business. In addition to the potential costs and liabilities associated with complying with environmental and health and safety regulations, Vantage Towers is subject to the risk that local associations or groups may oppose the construction or operation of the Group’s Passive Infrastructure as a result of alleged negative effects on the environment. Any such challenge filed with the competent authorities may prevent or delay the construction or operation of a Site. The occurrence of any of the events described above could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.2.3 The Group is exposed to regulatory and legal risks relating to data protection The Group is subject to privacy and information security regulations with respect to, among other things, the use and disclosure of personal data, and the confidentiality, integrity and availability of such information. In particular, the Group is subject to the stringent requirements of the EU’s General Data Protection Regulation (“GDPR”), violation of which carries fines of up to 4% of the Group’s global turnover. In addition, the GDPR grants individual data subjects the right to claim damages for violations of their rights under the regulation. It cannot be ruled out that the confidentiality of such data and information will be breached as a result of cybersecurity attacks or otherwise, or that doubts may arise regarding the security of the data and information collected and managed by the Group.

14 If the Group fails to adequately safeguard confidential personal or other sensitive data or such data is wrongfully used by the Group (or by third parties) or disclosed to unauthorized persons, this could result in claims for damages and other liabilities, significant fines and other penalties and the loss of customers and reputation, which could in turn have a material adverse effect on the Group’s business, financial condition and results of operations. 1.2.4 Changes in tax laws, regulations or treaties or adverse determinations by taxing authorities could increase Vantage Towers’ tax burden or otherwise affect its financial condition and results of operations The amount of taxes the Group pays is subject to a variety of tax laws in the jurisdictions in which the Company and its subsidiaries are organized and operate. The Group’s tax liabilities are dependent on the location of earnings among these various jurisdictions. From time to time, proposals are made and legislation is introduced to change the tax laws, regulations or interpretations thereof of various jurisdictions or limit tax treaty benefits that, if enacted, could materially increase the Group’s tax burden, increase its effective tax rate or otherwise have a material adverse impact on its financial condition and results of operations. The Group could be subject to increased taxation on a going forward and retroactive basis if certain legislative proposals or regulatory changes are enacted, certain tax treaties are amended and/or its interpretation of applicable tax or other laws is challenged and determined to be incorrect. In particular, any alternative interpretations of applicable tax laws asserted by a tax authority or changes in tax laws, regulations or accounting principles that limit Vantage Towers’ ability to take advantage of tax treaties between jurisdictions, modify or eliminate the deductibility of various currently deductible payments, increase the tax burden of operating or being resident in a particular country, result in transfer pricing adjustments or otherwise require the payment of additional taxes, may have a material adverse effect on the Group’s financial condition and results of operations. Furthermore, judgement and estimation are required in determining Vantage Towers’ calculation and provision for income, sales, value-add and other taxes, including withholding taxes. In the ordinary course of the Group’s business, there are various transactions, including, for example, intercompany transactions based on cross-jurisdictional transfer pricing and transactions with specific documentation requirements, for all of which the ultimate tax assessment or the timing of the tax effect is uncertain. The Group is also subject to risks based on transfer pricing rules which apply to domestic and cross-border business relationships. Pursuant to such transfer pricing rules, related enterprises are required to conduct any inter-company transactions per conditions which would also apply among unrelated third parties, concluding comparable agreements (the so-called “arm’s length principle”) and to provide sufficient documentation thereof, subject to the rule applicable to them in the relevant jurisdiction. It cannot be excluded that one or more tax authorities might not agree with, and thus challenge the cross-jurisdictional transfer pricing model implemented by the Group. The consequences might be double taxation in two or more countries. Furthermore, transfer pricing risks may increase in the future in case the intra-group cross-border business grows or changes or since the tax authorities’ interpretation of the arm’s length principle might change from time to time. For example, Vantage Towers derives the majority of its revenue from members of the Vodafone Group. Such companies must fulfil special requirements regarding the documentation of transfer prices according to specific tax laws, such as the German Foreign Relations Tax Act (Außensteuergesetz) or similar applicable national laws and regulations. Vantage Towers’ tax calculations and its interpretation of laws are reviewed by tax authorities which may disagree with the Group’s tax estimates or judgements and challenge the Group’s assessments in relation to tax filings or other tax-related documentation and their compliance with applicable tax laws. In addition, tax authorities might challenge the factual or legal basis for such tax filings or other tax-related documentation. Although the Group believes its tax estimates are reasonable, the final determination of any such tax audits or reviews could differ from its tax provisions and accruals. Vantage Towers could, as a result, incur additional tax liabilities, as well as interest, penalties, or regulatory, administrative, or other sanctions related thereto. Any additional tax liabilities resulting from the aforementioned risks or any interest or any penalties or any regulatory, administrative or other sanctions relating thereto could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.2.5 The Group may be subject to, or impacted by, litigation or other legal proceedings (civil, tax, administrative or otherwise) which could materially adversely affect its business, financial condition and results of operations The Vantage Towers Group is not currently subject to any litigation or other legal proceedings of a material nature. However, it is subject to the ongoing risk of legal claims and proceedings and regulatory

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

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

1.3 Risks Related to the Group’s Separation from Vodafone 1.3.1 Following the Offering, Vodafone Group Plc could exert substantial influence on decisions reached by the general meeting and could have diverging interests from those of the Group’s other shareholders Upon the completion of the Offering (assuming (i) the placement of 88,888,889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) (the “Base Shares”) from the holdings of Vodafone GmbH (“Vodafone Germany” or the “Existing Shareholder”), (ii) the full exercise of the upsize option (the “Upsize Option”) and placement of the maximum 22,222,222 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the “Additional Base Shares”), and (iii) the full exercise of the option to acquire a number of the Company’s shares equal to 13,333,333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder in connection with a possible over-allotment (the “Over-Allotment Shares,” and, together with the Base Shares and the Additional Base Shares, the “Offer Shares”) at the Offer Price, less agreed commissions (“Greenshoe Option”)) and assuming an Offer Price at the low end of the Price Range of EUR 22.50, Vodafone Group Plc, which indirectly holds all of the outstanding share capital of the Existing Shareholder, will indirectly hold 75.40% of the Company’s shares. As a controlled company, the Company is considered to form a “de-facto-group” (faktischer Konzern) with the Existing Shareholder and Vodafone Group Plc as controlling companies. Within such de-facto group, the Company and Vodafone Group Plc have entered into a relationship agreement (the “Relationship Agreement”) with the aim, subject to applicable law and always acting reasonably and in good faith, to support each other in fulfilling their legal obligations. Under the terms of the Relationship Agreement, the parties agreed to a number of provisions which could impact on the management of the Group. For example, among other things, the Company and Vodafone Group Plc have agreed to cooperate, align and collaborate on certain matters, including, inter alia, (i) to allow Vodafone Group Plc or Vodafone Germany to prepare consolidated financial statements, capital markets prospectuses, tax reports, other mandatory reports and budgets; (ii) for the purposes of performing Vodafone group audit activities or carry out Vodafone group-wide reporting duties; (iii) to ensure compliance with applicable law; and (iv) to support Vodafone Group Plc’s or Vodafone Germany’s strategic and refinancing planning. The collaboration obligations also extend to the alignment of the conduct of certain legal proceedings by the Company or a subsidiary of the Company, the implementation and alignment of accounting guidelines as well as of certain Vodafone Group policies (Konzernrichtlinien) and the policies of the Vantage Towers Group, external communication, risk management, crisis management, and corporate social responsibilities, and the collaboration between the control functions of the Company and Vodafone Group Plc.

16 Pursuant to a new class of share (the “Special Share”) issued by Central Tower Holding Company BV (“CTHC”) and held by Vodafone Europe BV (“VEBV”), Vodafone will have a veto right over (i) the transfer by CTHC of one or more shares in any of its subsidiaries as well as one or more shares in INWIT or Cornerstone; and (ii) the nomination of any director to be appointed by CTHC to the boards of directors of INWIT or Cornerstone. Pursuant to section 17 para. 2 of the Company’s articles of association (the “Articles of Association”), resolutions of the general meeting are generally adopted by a simple majority of the votes cast (Stimmmehrheit), unless otherwise required by applicable law. After the Offering, due to the size of its shareholding, Vodafone Group Plc will be able to indirectly adopt any resolution of the general meeting adopted by a simple majority regardless of how other shareholders vote, including, but not limited to, resolutions on the election of the members of the Company’s supervisory board (Aufsichtsrat) (the “Supervisory Board”) and on the allocation of profits. In any of the above contexts, the interests of Vodafone Group Plc may differ from the interests of some or all of the Company’s other shareholders.

1.3.2 The limited availability and comparability of historical financial information related to the Group may make it difficult for investors to evaluate the Group’s historical performance and future prospects In order to create the Group, Vodafone was required to separate certain of its European tower infrastructure assets (both legally and operationally) into a new stand-alone tower infrastructure operator, being Vantage Towers. For the purposes of this Prospectus, references to the “Towers Business” are to the business carried out by Vodafone’s European tower infrastructure assets in Germany, Spain, Portugal, the Czech Republic, Romania, Hungary and Ireland prior to their separation into Vantage Towers, and the process by which Vantage Towers was established is referred to as the “Reorganization.” Prior to the Reorganization, the Towers Business had not historically operated or been managed as a separate legal entity within the Vodafone Group. The assets of the Towers Business, which were held across a number of Vodafone Group entities, were historically used primarily as infrastructure to support the active transmission equipment of the Vodafone Group or, in some cases, other MNOs. The Towers Business was not monitored separately by the Vodafone management team, and therefore, the information required to fully reconstruct its historical income statements and statements of financial position is not available. Accordingly, although the unaudited selected financial information of the Towers Business for the twelve months ended March 31, 2018, 2019 and 2020 presented herein (the “Selected Towers Business Financial Information”) has been derived from the accounting records of Vodafone, which form the basis for the IFRS audited consolidated financial statements of Vodafone, the information is not indicative of the results that would have been obtained by the Vantage Towers Group if it had operated under the same legal structure during those years, or of the business’s future results. Furthermore, because of the phased manner in which Vantage Towers was established, which entailed different markets being legally separated from Vodafone and contributed to the Group at different points in time, the Selected Towers Business Financial Information, the audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 (the “Audited Six-Month Condensed Combined Interim Financial Statements”) and the Unaudited Three- Month Condensed Combined Interim Financial Statements (together with the Audited Six-Month Condensed Combined Interim Financial Statements, the “Condensed Combined Interim Financial Statements”) contained in this Prospectus are not directly comparable.

1.3.3 The Unaudited Pro Forma Financial Information may not be representative of the Group’s future results of operations and financial condition This Prospectus includes a pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020, a pro forma consolidated income statement of the Group for the nine months ended December 31, 2020, and a pro forma consolidated statement of financial position of the Group as of December 31, 2020, each as accompanied by the related pro forma notes thereto (together, the “Unaudited Pro Forma Financial Information”). The purpose of the Unaudited Pro Forma Financial Information is to illustrate the material effects that the Reorganization would have had (i) on the unaudited selected financial information of the Towers Business and the unconsolidated income statement of Vantage Towers AG for the twelve months ended March, 31, 2020 as if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020 as well as (ii) on the condensed combined interim financial information of the Group as of and for the nine months ended December 31, 2020 as if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statement of the Group for the nine months ended December 31, 2020, or on

17 December 31, 2020 for purposes of the pro forma consolidated statement of financial position of the Group as of December 31, 2020. The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and shows a hypothetical situation and, therefore, does not represent the actual financial position or results of the Group if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statements of the Group for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, or on December 31, 2020 for purposes of the pro forma consolidated statement of financial position of the Group as of December 31, 2020. The Unaudited Pro Forma Financial Information is based on factually supportable pro forma adjustments described in the accompanying notes, which the Group considers reasonable. It does not include incremental revenues or costs that are not directly related to the Reorganization, the Offering or any related financing arrangements, and does not reflect the results of any future initiatives. Future results of operations may differ materially from those presented in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information may not give a true picture of the Group’s financial position or results nor is it indicative of the results that may, or may not, be expected to be achieved in the future.

1.3.4 Vantage Towers may not realize potential benefits from the separation of its business from Vodafone Vantage Towers may be unable to realize the potential benefits that it expects to achieve by separating from Vodafone. These benefits include the Group’s ability to more efficiently utilize its assets and allocate capital and to develop a distinct investment identity allowing investors to evaluate the merits, performance and future prospects of the Group separately from those of Vodafone. Vantage Towers may not achieve these and other anticipated benefits for a number of reasons. Prior to the Reorganization, the Towers Business had not been operated or managed as a separate legal entity within the Vodafone Group. Accordingly, the Vantage Towers Group has a limited track record of operating as a stand- alone business, and is therefore subject to some of the risks frequently encountered by companies in their early stages of operation. For example, the Group may need to implement changes to its cost structure, operating model and management arrangements in order to ensure they are optimized to meet the needs of the business. If Vantage Towers is unable to achieve some or all of the benefits expected to result from its separation from Vodafone, or if such benefits are delayed, this could have a material adverse effect on the Group’s financial condition and results of operations.

1.3.5 If one or more of the Long-Term Services Agreements are terminated or if one or more Vodafone Operators fails to perform its obligations under the Long-Term Services Agreements, there is no guarantee that the Group would be able to obtain replacement agreements with third parties in the future, or that the Group would be able to obtain terms that are comparable to the existing arrangements through replacement agreements In each of Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, a Vodafone Operator has entered into a Long-Term Services Agreement with the local Vantage Towers operating company. Pursuant to the Long-Term Services Agreements, Vodafone Operators generally provide services, which may include, but are not limited to, O&M field services and supply chain management, to local Vantage Towers operating companies. In Spain, the Group contracts directly with vendors for such O&M field services while in Greece O&M field services are provided or procured by Victus. The services provided by the Vodafone Operators are intended to provide long-term support to the Group’s operations and are integral to its service offering. Each Long-Term Services Agreement terminates when the last service provided under the respective agreement expires or is terminated. Under the terms of the Long-Term Services Agreements, each service has an initial term that ranges for periods of up to nine years. Unless otherwise specified, the initial service term for each service automatically renews for successive periods of twelve months each unless the service recipient gives notice of non-renewal or the service is otherwise terminated. There can be no assurance that these agreements will be renewed upon their expiration, that they will be renewed on the same terms if they are renewed at all, or that they will not be terminated prior to their terms of expiration. In particular, these agreements may be terminated before their expiration if the Vodafone MSA between the relevant Vodafone parties to the respective Long-Term Services Agreement is terminated or if, other than in Greece, there is a Subsequent Change of Control. Any failure to continue or renew these arrangements or any failure of any counterparties to fulfill their obligations thereunder, could negatively impact the Group’s ability to provide services to its customers, which in turn could have a material adverse effect on the Group’s business, financial condition and results of operations.

18 1.3.6 Certain members of the Supervisory Board are also members of Vodafone’s senior management team, which may result in conflicts of interest As of the date of this Prospectus, five members of the Supervisory Board hold senior positions at Vodafone and hold shares in Vodafone Group Plc, including as part of the remuneration they receive from Vodafone. Following the Offering, these members of Vodafone senior management will continue to be members of the Supervisory Board. Since the interests of Vodafone and the Company are not necessarily always aligned, in particular since members of the Vodafone Group are customers of the Group, the aforementioned relationships may result in conflicts of interest. There can be no assurance that members of the Supervisory Board or the senior management holding senior positions within Vodafone will not take actions that are contrary to the interests of minority investors in the Shares.

1.3.7 A Subsequent Change of Control in a Group company could have a material adverse effect on the Group’s business, financial condition and results of operations The Vodafone MSAs, the Long-Term Services Agreements (other than in Greece) and the portfolio management agreements entered into in the Czech Republic and Romania (the “Portfolio Management Agreements”) contain a change of control provision pursuant to which each relevant Vodafone Operator may terminate the agreement to which it is a party if control (as defined in the agreement) of the Vantage Towers Group company that is party to the agreement is acquired by a competitor of the Vodafone Group in a transaction that, other than in Greece, takes place after Vodafone Group Plc has itself given up control of the subject Vantage Towers Group company in a previous transaction. The occurrence of such a Subsequent Change of Control could have a material adverse effect on the Vantage Towers Group’s business, financial condition and results of operations.

1.3.8 As the Group establishes its own core IT infrastructure, it may incur substantial additional costs and experience temporary business interruptions After the Offering, the Group’s IT infrastructure and systems will continue to be highly integrated with those of the Vodafone Group. Vantage Towers currently uses and will continue to use a number of Vodafone’s IT systems for operational, business and technology support. Vodafone’s IT infrastructure provides support to the Group in the areas of O&M, project roll out and service delivery, as well as in certain business and technology support areas such as finance, supply chain, human resources, legal and lease management. In addition to Vodafone’s IT infrastructure, Vantage Towers is working to establish its own core IT infrastructure to support its business functions. The Group has begun to roll out applications that will be dedicated to Vantage Towers going forward, including the Tower Information Management System (“TIMS”), the Digital Twin software solution that will enable the Group and its customers to perform Site activities remotely, the customer portal and other systems focused on customer relationship management and financial planning and reporting. However, the Group may not be entirely successful in establishing its own IT systems, and any future systems may incur higher implementation and running costs than the current arrangements. Any failure to avoid operational interruptions during the implementation of new IT systems, or any failure to implement such new systems, could disrupt the Group’s business and lead to liability towards third parties, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

1.3.9 The Reorganization and the arrangements between the Group and the Vodafone Group were negotiated in the context of an affiliated relationship The Vodafone MSAs, the Transitional Services Agreements, the Long-Term Services Agreements, the Support Agreements, the Procurement Agreements, other major agreements with Vodafone as well as the Group’s internal policies and procedures for dealing with related parties were negotiated by persons who were, at the time of negotiation, members of the Vodafone Group. While the Group believes that the terms of these arrangements are in line with the market terms for transactions of their type and broadly similar to what would have been obtainable from unaffiliated third parties, such terms, including terms relating to fees, performance criteria, contractual or fiduciary duties, conflicts of interest, limitations on liability, indemnification and termination, may be not as favorable to the Group as otherwise might have resulted if the negotiations had involved unrelated parties from the outset.

19 1.4 Risks Related to the Shares and the Listing 1.4.1 The Company’s shares have not been publicly traded, and there is no guarantee that an active and liquid market for the Company’s shares will develop or can be maintained Prior to the Offering, there was no public trading market for the Company’s shares. As a consequence, there can be no assurance that (i) an active and liquid trading market will develop or continue after the Offering, (ii) the share price will not decline below the offer price (the “Offer Price”), or (iii) prospective investors will be able to sell their shares at an appropriate price. After a book building process, the Offer Price will be determined by the Existing Shareholder after consultation with BofA Securities Europe SA, Morgan Stanley Europe SE and UBS AG London Branch (together, the “Joint Global Coordinators,” and each, a “Joint Global Coordinator”), on behalf of Barclays Bank Ireland Plc, Joh. Berenberg, Gossler & Co. KG, BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and Jefferies GmbH (the “Joint Bookrunners,” and each, a “Joint Bookrunner,” and, together with the Joint Global Coordinators, the “Underwriters”), and may not be indicative of the market price of the Company’s shares after listing. The fact that the Existing Shareholder will continue to hold 75.40% of the Company’s share capital even after a full placement of the Offer Shares (assuming full exercise of the Upsize Option and the Greenshoe Option and assuming an Offer Price at the low end of the Price Range of EUR 22.50) limits the number of free float shares in the Company and could, therefore, adversely affect the development and maintenance of a liquid trading market for the shares. Low liquidity of the Company’s shares may also entail high volatility regarding the share price. Furthermore, Company shares available for stabilization measures during the stabilization period are limited, as they may not exceed 15% of the number of Base Shares. Investors may not be able to sell the Company’s shares at the final Offer Price, at a higher price or at all under certain circumstances.

1.4.2 The market price and trading volume of the Company’s shares may fluctuate significantly and could decline upon completion of the Offering, and investors could lose some or all of their investment. There is no assurance that the price at which the shares will be traded following the Offering will be equivalent to or above the Offer Price The trading volume and price of the Company’s shares may fluctuate significantly. The share price is determined by the supply of and demand for the shares and may not necessarily reflect the fair value of the Company. Some of the factors that could negatively affect the share price or result in fluctuations in the price or trading volume of the shares include, for example, the inability to achieve the Group’s financial and operational guidance and targets as disclosed in this Prospectus, the inability of INWIT or Cornerstone to achieve their respective financial and operational guidance and targets, ad hoc developments, changes in profit forecasts or estimates, fluctuations in the Group’s actual or projected operating results, variations in quarterly results, failure to meet securities analysts’ expectations, the contents of published research reports about the Company or the industry segments or securities analysts failing or ceasing to cover the Company following the Offering, actions by institutional shareholders and general market conditions or special factors influencing companies in the industry in general. Fluctuations in the equity markets could also cause the share price to decline, though such general fluctuations may not necessarily have any particular basis in the Group’s business, results of operations and prospects. In particular, public perceptions of the Group as part of the Vodafone Group may result in the Company’s share price being influenced by the price of Vodafone Group shares, or the relatively small number of large, publicly listed tower infrastructure companies may mean that investors find it difficult to value the Company’s shares as easily as companies in industries with a higher number of comparable, publicly listed entities. There is no assurance that the price at which the Company’s shares will be traded following the Offering will be equivalent to or above the Offer Price. Investors might therefore only be able to sell their Company shares at a price below the Offer Price. If the share price declines, investors may be unable to resell their Company shares at or above their purchase price and may lose some or all of their investment in the Company’s shares.

1.4.3 The payment of future dividends will depend, among other things, on the Group’s results of operations, financial and investment needs, the availability of distributable reserves and shareholder approval In accordance with the German Stock Corporation Act (Aktiengesetz, “AktG”), the general meeting of the Company decides on the payment of dividends on the recommendation of the Company’s management board (Vorstand) (“Management Board”) and the Supervisory Board. The Company’s ability to distribute dividends in the future will, among other things, depend on the Company’s ability to generate profits, its results of operations and financing and investment needs, as well as the availability of distributable profits or distributable reserves. In addition, future debt financing arrangements may also contain covenants which limit

20 the Company’s ability to pay dividends. The ability to pay dividends is dependent on the existence of a distributable balance sheet profit, as determined for the Company on a stand-alone basis in accordance with the German Commercial Code (Handelsgesetzbuch, “HGB”) and the AktG. In order to determine the balance sheet profit available for distribution, the annual financial profit or loss must be adjusted with the profit/loss carry forward from the previous year as well as any withdrawals or contributions made to the reserves. The results of operations set out in the Condensed Combined Interim Financial Statements are not indicative of the amounts of future dividend payments. Any proposals by the Management Board and Supervisory Board regarding dividend payments will be subject to the approval of the general meeting. The Company can make no predictions as to the size of future profits available for distribution, whether distributable profits will be achieved at all, or whether dividend payments will ultimately be approved, and hence the Group cannot guarantee that dividends will be paid for periods after the 12 months ending March 31, 2021.

1.4.4 The Company will face additional administrative requirements and costs as a stand-alone publicly listed company As a stand-alone publicly listed company, the Company will be responsible for managing, among other things, all of its administrative and employee arrangements, its legal affairs and its financial reporting requirements. After the Offering, the Company will be subject to the legal requirements for German stock corporations listed on the regulated market of a public exchange and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) as well as the German Securities Trading Act (Wertpapierhandelsgesetz) and the Market Abuse Regulation (“MAR”). These requirements include periodic financial reporting and other public disclosures of information (including those required by the stock exchange listing authorities), regular calls and meetings with securities and industry analysts, and other required disclosures. There can be no assurance that the Group’s accounting, controlling and legal or other corporate administrative functions will be capable of responding to these requirements without difficulties and inefficiencies that cause the Group to incur significant additional expenditures and/or expose Vantage Towers to legal, regulatory or civil costs or penalties. Furthermore, the preparation, convening and conduct of general meetings and the Company’s regular communications with shareholders and potential investors will entail substantial expenses. The Group’s management may also need to devote time and other resources to these requirements that it could have otherwise devoted to other aspects of managing the Group’s operations, and these requirements could also entail substantially increased time commitments and costs for the accounting, controlling, legal and investor relations departments and other Group administrative functions. In addition, the Group may be required to hire additional employees or engage outside consultants to comply with such requirements, which could increase the Group’s costs and expenses.

1.4.5 Future offerings of equity or equity-linked debt securities may adversely affect the market price of the Company’s shares In the future, the Group may seek to raise capital through offerings of equity or debt securities (potentially including convertible debt securities). An issuance of additional equity securities or securities with rights to convert into equity could have a material adverse effect on the market price of the Company’s shares and would dilute the economic position and voting rights of existing shareholders if made without granting subscription rights to existing shareholders. Because the timing and nature of any future offering would depend on market conditions at the time of such an offering, the Group cannot predict or estimate the amount, timing or nature of future offerings. Thus, holders of shares bear the risk of future offerings reducing the market price of the shares and/or diluting their shareholdings in the Company. In addition, the acquisition of other companies or investments in companies in exchange for newly issued shares of the Company, as well as the exercise of share options by the Group’s employees in the context of future share option programs or the issuance of new shares to employees in the context of employee equity programs, such as restricted shares or employee share participation programs, could lead to such dilution. Any additional offering of shares by the Company, or the public perception that an offering may occur, could also have a negative impact on, or increase the volatility of, the market price of the Company’s shares.

1.4.6 Future sales of the Company’s shares by the Existing Shareholder or investors acquiring shares in the Offering or the perception that such sales may occur could depress the price of the shares If the Existing Shareholder (directly or indirectly) or one or more other shareholders of the Company sell a substantial number of the shares in the Company they hold, directly and indirectly, following completion of the Offering, or a consensus is formed in the market that such a sale is imminent, the Company’s share price may

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

1.4.7 Shareholders outside of Germany may not be able to participate in future rights offerings Under German corporate law, shareholders generally have subscription rights (Bezugsrechte) relating to any shares issued in a capital increase, or convertible bonds or bonds with warrants, in proportion to their shareholding, subject to certain exceptions which allow for an exclusion of preemptive rights. Due to restrictions in other jurisdictions, including the United States, shareholders outside of Germany may be prohibited, under applicable law, or excluded under the terms of the capital measure, from participating in future capital measures or such participation may be difficult. In addition, shareholders may not be able to participate in potential future capital measures if they do not have the funds necessary to subscribe for new securities or if the subscription rights are excluded. This could result in dilution of those shareholders’ proportionate interests in the Company. Open market purchases to counteract such dilution could be on terms less favorable than those offered to other shareholders in connection with such a capital increase.

1.4.8 Shareholders in countries with currencies other than the Euro face additional investment risk from currency exchange rate fluctuations in connection with their holding of Company shares The Company’s shares will be quoted only in Euros and any future payments of dividends, if any, on the Company’s shares will be denominated in Euros. During recent periods, the Euro has fluctuated in value against other world currencies. The U.S. dollar or other currency equivalent of any dividends paid on the Company’s shares or any distributions made would be adversely affected by the depreciation of the Euro against the U.S. dollar or such other currencies. Accordingly, any investment in the Company’s shares by a shareholder whose main currency is not the Euro will be exposed to exchange rate risk so that any depreciation of the Euro in such shareholder’s main currency will reduce the value of their equity investment and the value of any dividends received from the Company.

1.4.9 The Company is incorporated in Germany and, as a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against the Company, its officers or directors. The Company is incorporated under the laws of Germany and all of its assets are located outside the United States. In addition, the members of the Management Board and the Supervisory Board are non-residents of the United States. As a result, it may not be possible for the holders of the Company’s shares to effect service of process upon its directors or officers within the United States or to enforce against the Company or its directors or officers in the United States court judgments based on the civil liability provisions of the securities laws of the United States.

22 2 GENERAL INFORMATION 2.1 Responsibility for the Contents of this Prospectus Vantage Towers AG, a stock corporation (Aktiengesellschaft) governed by German law, with its registered office (Sitz) in Düsseldorf, Germany and its registered business address at Prinzenallee 11–13, 40549, Düsseldorf, Germany registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany under HRB 92244, telephone +49 211 617120, together with BofA Securities Europe SA, 51 rue La Boétie, 75008 Paris, France, LEI: 549300FH0WJAPEHTIQ77 (“BofA Securities”), Morgan Stanley Europe SE, Große Gallusstraße 18, 60312 Frankfurt am Main, Germany, LEI: 54930056FHWP7GIWYY08 (“Morgan Stanley”), and UBS AG London Branch, 5 Broadgate, London EC2M 2QS, United Kingdom, LEI: BFM8T61CT2L1QCEMIK50 (“UBS,” and together with BofA Securities and Morgan Stanley, the “Joint Global Coordinators,” and each, a “Joint Global Coordinator”), and Barclays Bank Ireland Plc, One Molesworth Street, Dublin 2, Ireland, D02 FR29, LEI: 2G5BKIC2CB69PRJH1W31, Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany, LEI: 529900UC2OD7II24Z667, BNP PARIBAS, 6, boulevard des Italiens, 75009 Paris, France, LEI: R0MUWSFPU8MPRO8K5P83, Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11-17, 60329 Frankfurt am Main, Germany, LEI: 7LTWFZYICNSX8D621K86, Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany, LEI: 8IBZUGJ7JPLH368JE346, and Jefferies GmbH, Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany, LEI: 5493004I3LZM39BWHQ75 (the “Joint Bookrunners,” and each, a “Joint Bookrunner,” and together with the Joint Global Coordinators, the “Underwriters”), assume responsibility for the content of this Prospectus pursuant to Section 8 of the German Securities Prospectus Act (Wertpapierprospektgesetz) as well as Article 11 para. 1 of the Prospectus Regulation and declare that the information contained in this Prospectus is, to best of their knowledge, in accordance with the facts and that the Prospectus makes no omission likely to affect its import. This Prospectus has been approved on March 8, 2021 in accordance with Art. 20 para. 2 of the Prospectus Regulation by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, the “BaFin”), Marie Curie Straße 24-28, 60439 Frankfurt am Main, Germany (telephone: +49 228 4108 0; website: www.bafin.de), as competent authority under the Prospectus Regulation. The BaFin only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval should not be considered as an endorsement of the Company or its shares. Investors should make their own assessment as to the suitability of investing in the shares of the Company. The Company’s LEI is: 213800BBQO965UPQ7J59. The Company’s website is www.vantagetowers.com. The information contained on the Company’s website is not incorporated by reference in this Prospectus and does not form part of this Prospectus. If any claims are asserted before a court of law based on the information contained in this Prospectus, the investor appearing as plaintiff may have to bear the costs of translating this Prospectus prior to the commencement of the court proceedings pursuant to the national legislation of the member states of the European Economic Area. Prospective investors should read the entire document and, in particular, the section headed “Risk Factors,” when considering an investment in the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances imply that there has been no change in the Company’s affairs or that the information set forth in this Prospectus is correct as of any date subsequent to the date hereof. Neither the Company nor the Underwriters are required by law to update the Prospectus subsequent to the date hereof, except in accordance with Article 23 of the Prospectus Regulation, which stipulates that every significant new factor, material mistake, or material inaccuracy relating to the information included in a prospectus which may affect the assessment of the securities and which arises or is noted between the time when the prospectus is approved and the closing of the offer period or the time when trading on a regulated market begins, whichever occurs later, shall be mentioned in a supplement to the prospectus without undue delay. In any event, the obligation to supplement a prospectus does no longer apply when a prospectus is no longer valid. The closing of the offer period is expected to occur on March 17, 2021, and the time when trading on a regulated market begins is expected to occur on March 18, 2021. Accordingly, the validity of the prospectus is expected to expire at the end of the day on March 18, 2021.

23 2.2 Purpose of this Prospectus This Prospectus relates to the public offering in Germany. The offering of 124,444,444 ordinary registered shares of the Company with no par value (Namensaktien ohne Nennbetrag), each such share representing a notional value of EUR 1.00 in the Company’s share capital and with full dividend rights in Euros as of April 1, 2020 (the “Offering”) consists of: • 88,888,889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the “Base Shares”); • 22,222,222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (“Additional Base Shares”), with the number of shares to be actually placed with investors subject to the exercise of an upsize option upon the decision of the Existing Shareholder in agreement with the Joint Global Coordinators on the date of pricing based on market demand (i.e., the Upsize Option); and • 13,333,333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder in connection with a possible over-allotment (the “Over-Allotment Shares,” and, together with the Base Shares and the Additional Base Shares, the “Offer Shares”). Furthermore, for the purpose of admission to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, the “Frankfurt Stock Exchange”) (“Admission”) as well as the simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), this Prospectus relates to the Admission of all of the Company’s existing ordinary registered shares, being 505,782,265 existing registered shares, with no par value (Namensaktien ohne Nennbetrag), each such share representing a notional value of EUR 1.00 in the Company’s share capital and with full dividend rights in Euros as of April 1, 2020. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any shares offered by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

2.3 Validity of this Prospectus The validity of this Prospectus will expire with the beginning of the trading of the Company’s shares on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), which is expected to occur on March 18, 2021, and no obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will apply when this Prospectus is no longer valid.

2.4 Forward-Looking Statements This Prospectus contains forward-looking statements. A forward-looking statement is any statement that does not relate to present or historical facts and events. Statements in this Prospectus containing information relating to, among other things, (i) the Group’s future earnings, cash flows, capital expenditure and profitability (including the detailed guidance and targets set out under “27 Recent Developments and Outlook”), (ii) the Group’s plans and expectations regarding its business, (iii) the Group’s strategy, (iv) projected industry growth in the markets in which the Group operates, including projections relating to numbers of Sites and numbers of tenancies, (v) future demand from MNOs operating in the Group’s markets and (vi) future growth of the Group’s business, are all examples of forward-looking statements. In addition, statements made using words such as “anticipates,” “contemplates,” “continues,” “could,” “is likely,” “will,” “believes,” “expects,” “assumes,” “estimates,” “predicts,” “intends,” “targets,” or “in its estimation” or the negative of these words may indicate forward-looking statements. The forward-looking statements in this Prospectus are subject to risks and uncertainties, as they relate to future events, and are based on estimates and assessments made to the best of the Company’s present knowledge. These forward-looking statements are based on assumptions, uncertainties and other factors, the occurrence or non-occurrence of which could cause the Company’s actual results, including the financial condition and profitability of the Group, to differ materially from or fail to meet the expectations expressed or implied in such forward-looking statements. Accordingly, investors are strongly advised to consider this Prospectus as a whole and particularly ensure that they have read the following sections of this Prospectus: “13 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “14 Profit Forecast,” “15 Industry Overview,” “16 Business” and “27.2 Outlook.” These sections include more detailed

24 descriptions of factors that might have an impact on the Group’s business and the business environment in which the Group operates. In light of these factors, it is possible that the future events mentioned in this Prospectus might not occur and future projections may prove to be inaccurate. In addition, the forward-looking estimates and forecasts reproduced in this Prospectus from third-party reports could also prove to be inaccurate (see “2.11 Sources of Market Data” for more information on third-party sources used in this Prospectus). Actual results, performance or events may differ materially from those described in forward-looking statements due to, among other reasons: • members of the Vodafone Group being unable to meet their obligations to members of the Vantage Towers Group; • the Group’s inability to compete effectively in the European telecommunications infrastructure industry; • changes in the terms of the Group’s ground leases; • the ability of the Group to expand and develop its business; • reductions in demand for Sites or Site space, including as a result of new technologies of MNOs’ roll out strategies; • overall economic conditions, particularly in the markets in which the Group operates, including related fluctuations in exchange rates; • increases in the Group’s primary costs or the failure or inability to achieve planned cost efficiencies; • changes in current or future laws or regulations, including coverage obligations; • the ability of the Group and its management to realize the benefits of the separation from Vodafone, and other factors described in this Prospectus. This list of important factors is not exhaustive. The foregoing factors and other uncertainties and events should be carefully considered, especially in light of the regulatory, political, economic, social and legal environment in which the Company operates. Neither the Company nor its management can therefore guarantee the future accuracy of the forward- looking statements presented in this Prospectus. Forward-looking statements included in this Prospectus speak only as of the date on which they are made. Neither the Company nor any of the Underwriters assumes any obligation, except as required by law, to update any forward-looking statement contained herein.

2.5 Presentation of Financial Information 2.5.1 Background In order to create Vantage Towers, Vodafone was required to separate its European tower infrastructure assets in Germany, Spain, Portugal, the Czech Republic, Hungary, Romania and Ireland (both legally and operationally) into a new stand-alone tower infrastructure business, being Vantage Towers. Prior to the Reorganization, the Towers Business had not historically operated or been managed as a separate legal entity within the Vodafone Group. The assets of the Towers Business, which were held across a number of Vodafone entities, were historically used primarily as infrastructure to support the Active Equipment of the Vodafone Group or, in some cases, other MNOs. The Towers Business was not monitored separately by the Vodafone management team, and therefore, the information required to fully reconstruct its historical income statements and statements of financial position is not available. As a result, it is not possible to prepare carve-out financial statements or combined financial statements regarding the Towers Business in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) for periods prior to March 31, 2020. With regard to the financial information relating to the activities of the Towers Business for the periods prior to the Reorganization, the financial statement line items that can be directly identified are: • revenues from tenants other than Vodafone; • certain costs which are directly attributable to the tower infrastructure assets, such as energy, maintenance, depreciation of property, plant and equipment, ground leases and, for the twelve months ended March 31,

25 2020, depreciation on lease-related right of use assets and interest on leases recognized under IFRS 16 “Leases”; and • the non-current property, plant and equipment assets and related asset retirement obligations. Ground leases were accounted for under IAS 17 “Leases” for the twelve months ended March 31, 2018 and 2019, and under IFRS 16 “Leases” for the twelve months ended March 31, 2020. Therefore, these expenses have been presented differently in the unaudited selected financial information of the Towers Business for the twelve months ended March 31, 2018, 2019 and 2020 presented herein (the “Selected Towers Business Financial Information”) over these periods. Given the lack of available historical financial information, neither the Towers Business’ net working capital nor its net financial debt can be identified.

2.5.2 Financial Statements The audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 (the “Audited Six-Month Condensed Combined Interim Financial Statements”) were prepared by the Company in accordance with IFRS on interim financial reporting (IAS 34). The Audited Six-Month Condensed Combined Interim Financial Statements were audited in accordance with Section 317 HGB and in accordance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW) by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Börsenplatz 1, 50667 Köln/(Cologne), Germany (“EY”), who issued an independent auditor’s report (Bestätigungsvermerk) thereon. The unaudited condensed combined interim financial statements of the Group as of and for the three months ended December 31, 2020 (the “Unaudited Three-Month Condensed Combined Interim Financial Statements,” and together with the Audited Six-Month Condensed Combined Interim Financial Statements, the “Condensed Combined Interim Financial Statements”) were prepared by the Company in accordance with IFRS on interim financial reporting (IAS 34). See “13.2 Overview of the Group’s Combined Financial Performance” for more details on the preparation and comparability of these financial statements. The audited unconsolidated (separate) financial statements of the Company as of and for the short financial year ended March 31, 2020 (the “Audited Unconsolidated German GAAP Financial Statements”) were prepared by the Company in accordance with German generally accepted accounting principles (“German GAAP”) pursuant to the HGB. EY issued an independent auditor’s report (Bestätigungsvermerk) thereon in accordance with Section 317 of the HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer in Deutschland e. V. (Institute of Public Auditors in Germany) (IDW). The audited unconsolidated financial statements of the Company as of and for the twelve months ended March 31, 2020 (the “Audited Unconsolidated IFRS Financial Statements 2020”) and the audited unconsolidated financial statements of the Company as of March 31, 2019 and for the period from February 28, 2019 to March 31, 2019 (the “Audited Unconsolidated IFRS Financial Statements March 2019,” and together with the Audited Unconsolidated IFRS Financial Statements 2020, the “Audited Unconsolidated IFRS Financial Statements”) were prepared by the Company in accordance with IFRS. EY issued independent auditor’s reports (Bestätigungsvermerke) thereon in accordance with Section 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). The aforementioned financial statements are included in “25 Financial Information” beginning on page F-1. Financial data in this Prospectus (i) if presented as “audited,” is taken from the Audited Six-Month Condensed Combined Interim Financial Statements or from the Audited Unconsolidated German GAAP Financial Statements or from the Audited Unconsolidated IFRS Financial Statements and (ii) if presented as “unaudited,” is taken or derived from the Unaudited Three-Month Condensed Combined Interim Financial Statements or from the Selected Towers Business Financial Information, or from the Company’s accounting records or its internal management reporting systems, or derived from the Audited Six-Month Condensed Combined Interim Financial Statements or from the Audited Unconsolidated German GAAP Financial Statements or from the Audited Unconsolidated IFRS Financial Statements.

26 2.5.3 Selected Towers Business Financial Information In order to provide investors with historical financial information about the Towers Business, this Prospectus also includes the Selected Towers Business Financial Information. The Selected Towers Business Financial Information has been prepared by extracting the directly attributable revenues and certain costs of the Towers Business from the accounting records of the Vodafone Group. The Selected Towers Business Financial Information has been derived from the accounting records of Vodafone, which form the basis for the IFRS audited consolidated financial statements of Vodafone. Certain adjustments have been made for one-off and other items in order to reflect the underlying performance of the Towers Business in each twelve-month period. One-off and other items comprise items that management does not consider reflective of the underlying performance of the Towers Business with the primary adjustment made being the removal of a one-off remeasurement charge on asset retirement obligation assets. While these items would not ordinarily be excluded under IFRS, management considers that, by excluding them, the Selected Towers Business Financial Information better reflects the underlying performance of the Towers Business over the periods shown. One-off and other items are subject to certain discretion in the allocation of various income and expenses and the application of discretion may differ from company to company. The Towers Business did not comprise a separate legal entity or group of entities for the twelve months ended March 31, 2018, 2019 and 2020. As the Reorganization comprises the combination of the separate Towers Businesses, this meets the definition of a business combination. However, as the Reorganization is under common control, the accounting does not fall in scope for any existing IFRSs. Consequently, in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors,” the directors of the Company must employ judgment to develop and apply an appropriate accounting policy. Accordingly, the directors of the Company have concluded that it is appropriate to account for the combination of the Towers Businesses by applying the pooling of interests method based on historical carrying values as though the current structure had always been in place, a method of accounting for business combinations. These historical carrying values are determined by reference to the book values recorded under the Vodafone Group accounting policies immediately preceding the Reorganization in accordance with the pooling of interests approach. In applying the pooling of interests method, the directors of the Company have considered the requirements of IFRS 10 “Consolidated Financial Statements,” which in the absence of specific IFRS guidance, is considered to be analogous and relevant for the purposes of accounting for the combination. The Group’s joint venture in Greece was acquired on December 22, 2020, following the completion of the demerger and contribution of approximately 2,800 Sites and approximately 2,400 Sites by Vodafone Greece and Wind Hellas, respectively, into a new jointly owned entity, being Vantage Towers SA (“Vantage Towers Greece”). The historical financial information of Vantage Towers Greece for the twelve months ended March 31, 2018, 2019 and 2020 is not included in the Selected Towers Business Financial Information because (i) the manner in which revenues and certain costs were historically calculated and recorded for Vodafone’s tower assets in Greece was significantly different from the manner in which such revenues and costs are calculated as part of Vantage Towers Greece and (ii) the approximately 2,400 towers contributed to Vantage Towers by Wind Hellas were not owned by Vodafone during the periods covered by the Selected Towers Business Financial Information. Therefore, any revenue or cost items that could be shown for Vodafone’s tower assets in Greece would be wholly exclusive of the approximately 2,400 towers contributed by Wind Hellas. The financial information for Vantage Towers Greece is set out in the Unaudited Pro Forma Financial Information and the Unaudited Three-Month Condensed Combined Interim Financial Statements. See “10 Unaudited Pro Forma Financial Information,” “13 Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “25 Financial Information.” The same accounting policies and measurement principles as were applied by Vodafone in preparing its consolidated financial statements for the twelve months ended March 31, 2020 have been used for the preparation of the Selected Towers Business Financial Information. This includes IFRS 16 “Leases,” which was adopted by Vodafone on April 1, 2019. In the Selected Towers Business Financial Information for the twelve months ended March 31, 2018 and March 31, 2019, IAS 17 was applied. Although the accounting policies used in preparing the Selected Towers Business Financial Information are the same as those used by the Company in preparing the Condensed Combined Interim Financial Statements and all applicable mandatory accounting principles were taken into account, the Selected Towers Business Financial Information is not indicative of the results that would have been obtained by the Vantage Towers Group if it had operated under the same legal structure during those years, or of the business’s future results. Furthermore, the Selected Towers Business Financial Information is not directly comparable with the Condensed Combined Interim Financial Information for the reasons set forth under “13.3 The Vantage Towers Condensed Combined Interim Financial Statements” and because the Selected Towers Business Financial

27 Information does not include the Group’s shareholdings in Cornerstone, INWIT or Vantage Towers Greece. Accordingly, investors are cautioned not to place undue reliance on such information. The table below sets out the Selected Towers Business Financial Information for the twelve months ended March 31, 2018, 2019 and 2020.

Twelve months ended March 31, 2018 2019 2020 (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 83 88 95 Maintenance costs ...... (36) (34) (33) Other operating expenses(1) ...... (337) (349) (139) Depreciation on lease-related right of use assets ...... — — (202) Depreciation on other property, plant and equipment ...... (102) (105) (102) Interest on lease liabilities ...... — — (22)

Note: (1) Other operating expenses includes EUR 208 million, EUR 218 million and EUR 6 million of ground lease costs for the twelve months ended March 31, 2018, 2019 and 2020, respectively. Ground leases were accounted for under IAS 17 “Leases” for the twelve months ended March 31, 2018 and 2019 and under IFRS 16 “Leases” for the twelve months ended March 31, 2020. Therefore, these expenses have been presented differently in the Selected Towers Business Financial Information over these periods. For the twelve months ended March 31, 2020, ground lease costs are primarily reflected in the line items “Depreciation on lease-related right of use assets” and “Interest on lease liabilities.”

For the twelve months ended March 31, 2018, 2019 and 2020, the Towers Business generated revenue of EUR 83 million, EUR 88 million and EUR 95 million, respectively, from customers other than Vodafone. The increase in revenue between the twelve months ended March 31, 2018 and the twelve months ended March 31, 2019 was primarily driven by price increases due to a contract price renegotiation with an MNO in Spain. Similarly, the increase in revenue between the twelve months ended March 31, 2019 and the twelve months ended March 31, 2020 was largely attributable to new tenants and price growth on contract renewals in Germany and Spain, with a small portion attributable to an increase in a single customer’s tenancies. In Spain, revenue increased primarily as a result of an increase in prices on the renewal of expired Individual Site Agreements (the “ISAs”). For the twelve months ended March 31, 2018, 2019 and 2020, the Towers Business incurred maintenance costs of EUR 36 million, EUR 34 million and EUR 33 million, respectively. The decrease in maintenance costs resulted from the conclusion of a maintenance cycle in Germany. For the twelve months ended March 31, 2018, 2019 and 2020, the Towers Business incurred other operating expenses, excluding ground lease costs, of EUR 129 million, EUR 131 million and EUR 133 million, respectively. The increases between the periods were driven by rising inflation. For the twelve months ended March 31, 2018, 2019 and 2020, the Towers Business incurred ground lease costs of EUR 208 million, EUR 218 million and EUR 230 million, respectively. The increase in ground lease costs for the twelve months ended March 31, 2019 compared to the twelve months ended March 31, 2018 reflected contractual price increases and the impact of newly built Sites, primarily in Germany. The increase in ground lease costs for the twelve months ended March 31, 2020 compared to the twelve months ended March 31, 2019 was primarily driven by the adoption of IFRS 16 “Leases” during the twelve months ended March 31, 2020 with the prior years presented on an IAS 17 basis. Contractual price increases and growth in the number of Sites also contributed to the increase in ground lease costs. For the twelve months ended March 31, 2018, 2019 and 2020, the Towers Business incurred depreciation on other property, plant and equipment of EUR 102 million, EUR 105 million and EUR 102 million, respectively. The increase for the twelve months ended March 31, 2019 compared to the twelve months ended March 31, 2018 was due to an increase in property, plant and equipment in Germany. The decrease for the twelve months ended March 31, 2020 compared to the twelve months ended March 31, 2019 reflected a decrease in the carrying amount of property plant and equipment.

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

As of March 31, 2018 2019 2020 (unaudited) (unaudited) (unaudited) (EUR millions) Assets Property, plant and equipment ...... 462 481 1,643 Liabilities Lease liabilities ...... — — (1,059) Provisions ...... (138) (194) (248)

For the twelve months ended March 31, 2020, the Towers Business’ capital expenditure amounted to EUR 117 million, comprising EUR 25 million of maintenance capital expenditure and EUR 92 million of other capital expenditure.

2.5.4 Unaudited Pro Forma Financial Information Due to the limited availability of historical financial information related to the Company and the limited comparability of such historical financial information, this Prospectus also includes: a pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020; a pro forma consolidated income statement of the Group for the nine months ended December 31, 2020; and a pro forma consolidated statement of financial position of the Group as of December 31, 2020, together with the accompanying notes thereto, prepared on the basis of the IDW Accounting Practice Statement: Preparation of the Pro Forma Financial Information (IDW AcPS AAB 1.004) (IDW Rechnungslegungshinweis: Erstellung von Pro Forma Finanzinformationen (IDW RH HFA 1.004)) as promulgated by the Institut der Wirtschaftsprüfer in Deutschland e. V. (Institute of Public Auditors in Germany) (IDW) (the “Unaudited Pro Forma Financial Information”). The purpose of the Unaudited Pro Forma Financial Information is to illustrate the material effects that the Reorganization would have had (i) on the unaudited selected financial information of the Towers Business and the unconsolidated income statement of Vantage Towers AG for the twelve months ended March 31, 2020 as if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020 as well as (ii) on the condensed combined interim financial information of the Group as of and for the nine months ended December 31, 2020 as if the Reorganization has occurred on April 1, 2019 for purposes of the pro forma consolidated income statement of the Group for the nine months ended December 31, 2020, or on December 31, 2020 for the pro forma consolidated statement of financial position of the Group as of December 31, 2020. The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and shows a hypothetical situation and, therefore, does not represent the actual financial position or results of the Group if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statements of the Group for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, or on December 31, 2020 for purposes of the pro forma consolidated statement of financial position of the Group as of December 31, 2020. The Unaudited Pro Forma Financial Information is based on factually supportable pro forma adjustments described in the accompanying notes, which the Group considers reasonable. It does not include incremental revenues or costs that are not directly related to the Reorganization, the Offering, or any related financing arrangements, and does not reflect the results of any future initiatives. Future results of operations may differ materially from those presented in the Unaudited Pro Forma Financial Information. As a result, it may not give a true picture of the Group’s financial position or results nor is it indicative of the results that may, or may not, be expected to be achieved in the future. The Unaudited Pro Forma Financial Information should be read in conjunction with the Condensed Combined Interim Financial Statements and the notes thereto, included in “25 Financial Information.” The examination of the Unaudited Pro Forma Financial Information by EY has been carried out in accordance with IDW Auditing Practice Statement Audit of Pro Forma Financial Information (IDW AuPS 9.960.1) (IDW Prüfungshinweis: Prüfung von Pro-Forma-Finanzinformationen (IDW PH 9.960.1)) promulgated by the Institut der Wirtschaftsprüfer in Deutschland e. V. (Institute of Public Auditors in Germany) (IDW). The Unaudited Pro Forma Financial Information has not been prepared in accordance with Regulation S-X under the Securities Exchange Act of 1934 and the auditing standards generally accepted in the United States, and accordingly should not be relied upon as if it had been carried out in accordance with those standards or any other standards besides the standards mentioned above.

29 2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis Throughout this Prospectus, the Group presents financial measures, ratios and adjustments that are not required by, or presented in accordance with, IFRS, German GAAP or any other generally accepted accounting principles on a combined basis (“Non-IFRS Measures”) and on a pro forma basis (“Alternative Performance Measures”). These include Adjusted EBITDA, Adjusted EBITDAaL, Adjusted EBITDAaL margin, Aggregated Adjusted EBITDAaL, Recurring Operating Free Cash Flow, Recurring Free Cash Flow, Free Cash Flow, Cash Conversion, Net Financial Debt and Net Financial Debt to Adjusted EBITDAaL, as defined below.

Definitions

Measure Definition Relevance of its Use Adjusted EBITDA Adjusted EBITDA is operating profit before Management uses Adjusted depreciation on lease-related right of use EBITDA to assess and compare assets, depreciation, amortization and gains/ the underlying profitability of the losses on disposal for fixed assets, and company before charges relating to excluding impairment losses, restructuring capital investment, capital costs arising from discrete restructuring structure, tax and leases. The plans, other operating income and expense measure is used as a reference and significant items that are not considered point for cross-industry valuation. by management to be reflective of the underlying performance of the Group. Adjusted EBITDAaL Adjusted EBITDAaL is Adjusted EBITDA Management uses Adjusted less recharged capital expenditure revenue, and EBITDAaL as a measure of after depreciation on lease-related right of use underlying profitability to support assets and deduction of interest on lease the capital investment and capital liabilities. Recharged capital expenditure structure of the Company after the revenue represents direct recharges to cost of leases, which represent a Vodafone of capital expenditure in significant cost for Vantage Towers connection with upgrades to existing Sites. and its peers. The measure is also used as a reference point for valuation purposes across the broader telecommunication sector. Adjusted EBITDAaL Adjusted EBITDAaL margin is Adjusted Management uses Adjusted margin EBITDAaL divided by revenue excluding EBITDAaL margin as a key recharged capital expenditure revenue. measure of Vantage Towers’ profitability and as a means to track the efficiency of the business. Aggregated Adjusted Aggregated Adjusted EBITDAaL is Adjusted Management uses Aggregated EBITDAaL EBITDAaL for the operations in which Adjusted EBITDAaL as a Vantage Towers has a controlling interest measure of the total underlying plus Vantage Towers’ ownership share of the profitability of Vantage Towers, Adjusted EBITDAaL of INWIT and including its co-controlled joint Cornerstone. ventures, after the cost of leases, which are a significant cost for Vantage Towers and its peers. Recurring Operating Recurring Operating Free Cash Flow is Management uses Recurring Free Cash Flow Adjusted EBITDAaL plus depreciation on Operating Free Cash Flow as a lease-related right of use assets and interest measure of the underlying on lease liabilities, less cash lease costs and cashflow available to support the maintenance capital expenditure. On a pro capital investment and capital forma basis cash lease costs are calculated structure of the Company. based on the sum of depreciation on lease- related right of use assets and interest on lease liabilities that were incurred by the Group excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use

30 Measure Definition Relevance of its Use asset on the sum of the associated depreciation on lease-related right of use assets and interest on lease liabilities, which have a non-cash impact in the respective period. Maintenance capital expenditure is defined as capital expenditure required to maintain and continue the operation of the existing tower network and other Passive Infrastructure, excluding capital investment in new Sites or growth initiatives (“maintenance capital expenditure”). Recurring Free Cash Recurring Free Cash Flow is Recurring Management uses Recurring Free Flow Operating Free Cash Flow less tax paid and Cash Flow to assess and compare interest paid and adjusted for changes in the underlying cash flow available operating working capital. to shareholders, which could be distributed or reinvested in Vantage Towers for growth. Free Cash Flow Free Cash Flow is Recurring Free Cash Flow Management uses Free Cash Flow less growth and other capital expenditure, as a measure of the underlying including ground lease optimization and cash flow of Vantage Towers to dividends paid to non-controlling support future capital investment shareholders in subsidiaries plus recharged and the capital structure of the capital expenditure receipts from Vodafone, Company as well as distributions gains/losses for disposal of fixed assets, and to shareholders. dividends received from joint ventures, and adjusted for changes in non-operating working capital and one-off and other items. One-off and other items comprise impairment losses, restructuring costs arising from discrete restructuring plans, and other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. These items are not a recognized term under IFRS. One-off and other items are subject to certain discretion in the allocation of various income and expenses and the application of discretion may differ from company to company. One-off and other items might also include expenses that will recur in future accounting periods. Cash Conversion Cash Conversion is defined as Recurring Management uses Cash Operating Free Cash Flow divided by Conversion to assess and compare Adjusted EBITDAaL. the capital intensity and efficiency of Vantage Towers. Net Financial Debt Net Financial Debt is defined as long-term Management uses Net Financial borrowings, short-term borrowings, Debt to assess the capital borrowings from Vodafone Group companies structure of Vantage Towers and mark-to-market adjustments, less cash and without including the impact of cash equivalents and short-term investments lease liabilities which typically and excluding lease liabilities. have different types of rights to financial debt and can be impacted by the Company’s accounting policies. Net Financial Debt to Net Financial Debt to Adjusted EBITDAaL is Management uses Net Financial Adjusted EBITDAaL Net Financial Debt divided by Adjusted Debt to Adjusted EBITDAaL to EBITDAaL for a rolling 12-month period. assess the indebtedness of Vantage Towers.

31 These Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro forma basis should not be considered as an alternative to the historical financial results or other indicators of the Group’s performance based on IFRS measures. They should not be considered as alternatives to earnings after tax or net profit as indicators of the Group’s performance or profitability or as alternatives to cash flows from operating, investing or financing activities as an indicator of the Group’s liquidity. The Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro forma basis, as defined by the Group, may not be comparable to similarly titled measures as presented by other companies due to differences in the way the Group’s Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro forma basis are calculated. Even though the Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro forma basis are used by management to assess ongoing operating performance and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of the Group’s results or cash flows as reported under IFRS. See “11 Non-IFRS Measures on a Combined Basis” and “12 Alternative Performance Measures on a Pro Forma Basis” for a reconciliation of such Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro forma basis, respectively, to the nearest IFRS measure found in the Group’s financial statements and, where applicable, the method of their calculations.

2.7 INWIT Public Disclosure Prospective investors should only rely on the information that is provided in this Prospectus. As a public company with shares listed on the Milan Stock Exchange, INWIT is required to disclose certain information on an ongoing and/or periodic basis regarding its business, management, results of operations, financial condition and risks. All information with respect to INWIT in this Prospectus is derived from publicly available information. In the case of the INWIT financial information included in the adjustments to the Unaudited Pro Forma Financial Information, the information has been adjusted for a purchase price allocation exercise performed in accordance with IFRS 3. This information includes financial information and guidance that has been directly extracted or derived from INWIT’s public disclosures. This financial information includes certain measures not defined by IFRS, which may be calculated on a different basis from similarly titled measures used by the Company in this Prospectus.

2.8 Cornerstone Financial Information This Prospectus includes certain financial information for Cornerstone for the twelve months ended March 31, 2020 and for the nine months ended December 31, 2020 (the “Cornerstone Financial Information”). The Cornerstone Financial Information has been extracted from Cornerstone’s accounting records and adjusted on a pro forma basis for the signing of revised MSAs with Vodafone UK and Telefónica UK and accounting policy alignment with the Group. For more information on the Cornerstone Financial Information, see “10 Unaudited Pro Forma Financial Information.” Cornerstone also presents certain Alternative Performance Measures on a pro forma basis, being Adjusted EBITDAaL and Recurring Free Cash Flow, that are defined and calculated in line with Adjusted EBITDAaL and Recurring Free Cash Flow as presented by Vantage Towers, and derived from the Cornerstone Financial Information presented in the Unaudited Pro Forma Financial Information.

2.9 Negative Numbers and Rounding Unless otherwise indicated, financial information presented in the text and tables in this Prospectus is shown in millions of Euros (EUR), rounded to a whole number. Percentage changes and ratios as well as subtotals and totals in the text and tables of this Prospectus are calculated based on the respective unrounded underlying numbers and then rounded to a whole percentage. Financial information presented in parentheses denotes the negative of such number presented. In respect of financial information set out in this Prospectus, a dash (“—”) signifies that the relevant figure is not available, while a zero (“0”) or nil signifies that the relevant figure is available but has been rounded to or equals zero.

2.10 Note on Currency The amounts set forth in this Prospectus in “EUR” refer to the single currency of the participating member states in the third stage of the European Economic Union pursuant to the Treaty Establishing the European Community. The amounts in “GBP” refer to the legal currency of the United Kingdom of Great Britain and Northern Ireland. The Group’s principal functional currency is the Euro, and the Combined Financial Statements have been prepared in Euros.

32 2.11 Sources of Market Data To the extent not otherwise indicated, the information contained in this Prospectus on the market environment, market developments, market and economic growth rates, market trends and competition in the markets in which the Group operates are based on the Company’s assessments and estimates. These assessments are, in turn, based in part on publicly available sources, including, but not limited to, third-party studies or estimates that are also primarily based on data or figures from publicly available sources. They are also based in part on privately commissioned reports. The following sources were used in the preparation of this Prospectus: • certain privately commissioned country reports prepared by Analysys Mason on the Czech Republic, Germany, Greece, Hungary, Ireland, Portugal, Romania and Spain dated 2020 and on the United Kingdom dated 2019, along with data from the Analysys Mason Datahub dated 2020 (“Analysys Mason”); • a report prepared by TowerXchange titled “TowerXchange Issue 29” dated July 2020 (“TowerXchange Report 2020”); • a report prepared by TowerXchange titled “TowerXchange Europe report 2019” dated 2019 (“TowerXchange Europe Report 2019”); • a description of the BOS Public Safety Digital Radio Network from the Federal Agency for Public Safety and Radio, Federal Republic of Germany, available at https://www.bdbos.bund.de/EN/Digitalradio/digital_radio_node.html (“Federal Agency for Public Safety and Radio Report”); • an article prepared by the GSM Association titled “COVID-19 Network Traffic Surge Isn’t Impacting Environment Confirm Telecom Operators” dated May 29, 2020 (“GSMA 2020”); • a report prepared by the GSM Association titled “The Enablement Effect: The impact of mobile communications on carbon emission reductions” dated December 2019 (“GSMA 2019”); • a report prepared by Ericsson titled “Ericsson Mobility Report” dated 2020, available at https://www.ericsson.com/en/mobility-report (“Ericsson Mobility Report”); • a report prepared by Omdia titled “Ovum Mobile Backhaul and Fronthaul Forecast: 2019–24” dated November 2019 (“Omdia 2019-2024 Forecast”); • certain mobile subscriber data prepared by Omdia dated October 2020 (“Omdia: Mobile Subscribers”); • certain mobile penetration data prepared by Omdia dated October 2020 (“Omdia: Mobile Penetration”); • the half-year results of 1&1 Drillisch for the period ended June 30, 2020, available at https://www.1und1-drillisch.de/investor-relations-en; • the quarterly results of Cellnex for the period ended September 30, 2020, available at https://www.cellnextelecom.com/en/investor-relations/quarterly-results/ (“Cellnex: Q3 2020”); • the quarterly results of INWIT for the periods ended March 31, 2020 and September 30, 2020, each available at https://www.inwit.it/en/investors; • the results of Cornerstone for the 12 months ended March 31, 2020 and the nine months ended December 31, 2020; and • certain mobile subscriber data prepared by Fitch Solutions dated January 2021 (“Fitch Solutions”). Market positioning data is based on the Company’s own assessment and is referred to as “Company Market Position Assessment” throughout this Prospectus. This Company Market Position Assessment is derived from the Company’s analysis of a number of publicly available sources, such as the TowerXchange Report 2020 and the public filings of other tower companies, along with broker reports that have been analyzed by the Company in order to make a determination as to the Group’s market position in each of the countries in which it operates. The Company’s market position analysis is based upon the number of Macro Sites the Group, INWIT or Cornerstone owns or operates in each of its markets and on what it believes to be comparable data and necessary adjustments for the other tower companies it has analyzed. The Group’s estimated market position in Spain is based on the number of Macro Sites excluding broadcasting and radio Sites for its

33 competitor, Cellnex. The Company’s market position analysis excludes Micro Sites (being distributed antenna systems (“DAS”) Sites, repeater Sites and small cell Sites (“Micro Sites”)) and transmission Sites, which are Sites designed to aggregate backhaul traffic. Small cell Sites are low-powered radio access nodes typically used to complement macro cells in areas of high traffic concentration, which have smaller cell radii than macro cells (“Small Cells”). This Prospectus also contains estimates of market data and information derived from these estimates that are generally not available from publications issued by market research firms or from any other independent sources. This information is based on the Group’s own analysis and adjustment or supplementation where necessary of a combination of publicly available and non-public data, including some of which was independently commissioned (such analysis, the “Company Internal Analysis”) and, as such, may differ from the estimates made by its competitors or from data collected in the future by various market research firms or other independent sources. To the extent the Group derived or summarized the market information contained in this Prospectus from a number of different studies, an individual study is not cited unless the respective information can be taken from it directly. Third-party sources generally state that the information they contain originates from sources assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the calculations continued therein are based on assumptions. Irrespective of the assumption of responsibility for the content of this prospectus by the Company and the Underwriters (see “2.1 Responsibility for the Contents of this Prospectus”), neither the Company nor the Underwriters have independently verified the market data and other information on which third parties have based their studies or the external sources on which the Company’s own estimates are based or make any representation or give any warranty as to the accuracy or completeness of such information. The information from third-party sources that is cited here has been reproduced accurately. As far as the Company is aware and is able to ascertain from information published by such third parties, no facts have been omitted that would render the reproduced information included in this Prospectus inaccurate or misleading. Investors should nevertheless consider this information carefully.

2.12 Documents Available for Inspection For the period during which this Prospectus is valid, the following documents, or copies thereof, will be available for inspection on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo: • the Company’s Articles of Association; • the unaudited condensed combined interim financial statements of the Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for the three months ended December 31, 2020; • the audited condensed combined interim financial statements of the Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for the six months ended September 30, 2020; • the audited unconsolidated (separate) financial statements of the Company prepared in accordance with German GAAP pursuant to the HGB as of and for the short financial year ended March 31, 2020; • the audited unconsolidated financial statements of the Company prepared in accordance with IFRS as of and for the twelve months ended March 31, 2020; • the audited unconsolidated financial statements of the Company prepared in accordance with IFRS as of March 31, 2019 and for the period from February 28, 2019 to March 31, 2019; and • the pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020, pro forma consolidated income statement of the Group for the nine months ended December 31, 2020, and pro forma consolidated statement of financial position of the Group as of December 31, 2020, together with the accompanying notes thereto, prepared on the basis of the IDW Accounting Practice Statement: Preparation of the Pro Forma Financial Information (IDW AcPS AAB 1.004) (IDW Rechnungslegungshinweis: Erstellung von Pro Forma Finanzinformationen (IDW RH HFA 1.004)) as promulgated by the Institute of Public Auditors in Germany (IDW, Institut der Wirtschaftsprüfer in Deutschland e. V.).

34 The future annual consolidated financial statements and half-year interim consolidated financial statements of the Group as well as annual unconsolidated financial statements of the Company will also be made available on the Company’s website after the commencement of trading of the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The Company’s future annual consolidated and annual unconsolidated financial statements will also be published in the German Federal Gazette (Bundesanzeiger). Information on the Company’s website at www.vantagetowers.com and on the websites of any of its affiliates, and information accessible via these websites, is neither part of nor incorporated by reference into this Prospectus.

2.13 Time Specifications References to “CET” in this Prospectus refer to Central European Time or Central European Summertime, as the case may be. References to time in this Prospectus refer to CET, unless stated otherwise.

2.14 Enforcement of Civil Liabilities The Company is a stock corporation (Aktiengesellschaft) governed by German law and all of its assets are located outside the United States. In addition, the members of the Management Board and the Supervisory Board are non-residents of the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Company or such persons or to enforce against them or the Company judgments of courts of the United States, whether or not predicated upon the civil liability provisions of the federal securities laws of the United States or other laws of the United States or any state thereof. The United States and Germany do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for payment of money rendered by a federal or state court in the United States based on civil liability, whether or not predicated solely upon United States’ federal securities laws, may not be enforceable, either in whole or in part, in Germany. Furthermore, mandatory provisions of German law may apply regardless of any other law that would otherwise apply. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in Germany, such party may submit to the German court the final judgment rendered in the United States. Under such circumstances, a judgment by a federal or state court of the United States against the Company or such persons will be regarded by a German court only as evidence of the outcome of the dispute to which such judgment relates, and a German court may choose to rehear the dispute. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Germany.

35 3 REORGANIZATION Prior to the Reorganization, the businesses that comprised the Towers Business were part of the operating entities of the Vodafone Group in their respective markets and the Vodafone Group held its equity investments in INWIT (i.e., Infrastrutture Wireless Italiane SpA) and Cornerstone (i.e., Cornerstone Telecommunications Infrastructure Limited) through VEBV (i.e., Vodafone Europe BV) and Vodafone UK (i.e., Vodafone Limited), respectively. The structure chart below shows the simplified structure of the Vodafone Group as it related to the Towers Business and Vodafone’s equity investments in INWIT and Cornerstone prior to the Reorganization:

VG Plc

100% 100%

Vodafone Vodafone UK Investments

50% 100% 100%

Cornerstone VI2 VEBV

10% 90% 100% 33.2% 100% 99.99% 100% 100% 100% 99.87% Vodafone Vodafone Vodafone Vodafone Vodafone Vodafone Vodafone VHESL INWIT Czech Germany Portugal Romania Hungary Ireland Greece Republic

50% 100% Vodafone Victus Spain

Legend Defined Term Full Name Country of Incorporation Cornerstone ...... Cornerstone Telecommunications England and Wales Infrastructure Limited INWIT ...... Infrastrutture Wireless Italiane S.p.A. Italy VEBV ...... Vodafone Europe B.V. Netherlands VG Plc ...... Vodafone Group Plc England and Wales VHESL ...... Vodafone Holdings Europe S.L.U. Spain Victus ...... Victus Networks S.A. Greece VI2 ...... Vodafone International 2 Limited Jersey (England and Wales resident for tax purposes) Vodafone Czech Republic Vodafone Czech Republic A.S. Czech Republic Vodafone Germany . . . . Vodafone GmbH Germany Vodafone Greece . . . . . Vodafone Panafon Hellenic Greece Telecommunications Company S.A. Vodafone Hungary . . . . Vodafone Magyarország zrt. Hungary Vodafone Investments . . Vodafone Investments Luxembourg Luxembourg S.À.R.L. Vodafone Ireland . . . . . Vodafone Ireland Limited Ireland Vodafone Portugal . . . . . Vodafone Portugal Comunicaçoes Portugal pessoais S.A. Vodafone Romania . . . . Vodafone Romania S.A. Romania Vodafone Spain ...... Vodafone España S.A.U. Spain Vodafone UK ...... Vodafone Limited England and Wales

36 To achieve a complete legal separation of the Towers Business from the other parts of the Vodafone Group and to enable a listing of the Company, certain key steps were implemented which are described in this section. As a result of this Reorganization, the Company (i) assumed the German partial operational unit towers business (Teilbetrieb Tower) (the “German Towers Business”) from Vodafone Germany by way of a hive- down by absorption (Ausgliederung zur Aufnahme), as well as further assets by way of a downstream spin-off by absorption (Abspaltung zur Aufnahme) (see “3.1 German Reorganization”) and (ii) indirectly acquired the businesses forming the Towers Business in Spain, Ireland, Portugal, the Czech Republic, Hungary and Romania as well as the shareholding in INWIT by way of an acquisition of the shares in CTHC, an intermediate holding company under which these businesses were consolidated as part of the Reorganization. Subsequently, and as part of the Reorganization, CTHC acquired ownership of a 62% shareholding in Vantage Towers Greece and a 50% shareholding in Cornerstone. These Reorganization steps were implemented at a time when the Company had the legal form of a German limited liability company (Gesellschaft mit beschränkter Haftung) prior to the change of the legal form to a German stock corporation (Aktiengesellschaft) (see “3.3 Change of the Legal Form of the Company”). With legal effect as of January 26, 2021, the Company changed its legal form to a German stock corporation (Aktiengesellschaft). The structure chart below illustrates the simplified structure of the Vantage Towers Group resulting from the Reorganization at the date of this Prospectus:

VG Plc

100% Vodafone Investments 100%

100% VEBV

VI2 100% 10% 90% Vantage Towers Czech Republic 2(1) Vodafone Germany 100%

Company

100%(2)

CTHC*

100% 33.2% 100% 100% 100% 100% 100% 50% 62%(3) Vantage Towers Vantage Towers Vantage Towers Vantage Towers Vantage Towers Vantage Towers Vantage Towers INWIT Cornerstone Spain* Portugal* Romania* Czech Republic* Hungary* Ireland* Greece*

99.87% 100%

Vodafone Greek Wind Hellas TowerCo Greek TowerCo

(*) Significant subsidiaries Notes: (1) Vantage Towers Czech Republic 2 will transfer to the Group during phase 2 of the legal separation of Vodafone’s towers business in the Czech Republic. For more information, see “3.2.1.4 Czech Republic.” (2) The Company owns 100% of the ordinary shares in CTHC. VEBV holds one special share in CTHC. For more information, see “3.2.2 Consolidation under CTHC and Issuance of a Special Share in CTHC.” (3) CTHC will acquire the remaining 38% of Vantage Towers Greece after an option to purchase it was triggered by the Company’s publication of its “Intention to Float” announcement on February 24, 2021. The acquisition is expected to complete seven calendar days after Admission. See “3.4 Acquisition of the Remaining 38% of Vantage Towers Greece by CTHC” for more details.

Legend

Term Legal Name Country of Incorporation Company ...... Vantage Towers AG (formerly Vantage Germany Towers GmbH) Cornerstone ...... Cornerstone Telecommunications England and Wales Infrastructure Limited CTHC ...... Central Tower Holding Company BV Netherlands

37 Term Legal Name Country of Incorporation INWIT ...... Infrastrutture Wireless Italiane SpA Italy Vantage Towers Czech Republic ...... Vantage Towers sro Czech Republic Vantage Towers Czech Republic 2 ...... Vantage Towers 2 sro Czech Republic Vantage Towers Greece . Vantage Towers SA Greece Vantage Towers Hungary Vantage Towers Zrt Hungary Vantage Towers Ireland . Vantage Towers Limited Ireland Vantage Towers Portugal Vodafone Towers Portugal, SA Portugal Vantage Towers Romania Vantage Towers SRL Romania Vantage Towers Spain . . Vantage Towers, SL Spain VEBV ...... Vodafone Europe BV Netherlands VG Plc ...... Vodafone Group Plc England and Wales VI2 ...... Vodafone International 2 Limited Jersey (UK resident for tax purposes) Vodafone Germany . . . . Vodafone GmbH Germany Vodafone Greek TowerCo Vodafone Greece Towers SA Greece Vodafone Investments . . Vodafone Investments Luxembourg Sàrl Luxembourg Wind Hellas Greek TowerCo ...... Crystal Almond Towers Single Greece Member SA

3.1 German Reorganization On December 2, 2019, Vodafone Germany acquired 100% of the shares in the Company, which was incorporated as a German limited liability company (Gesellschaft mit beschränkter Haftung) at that time, from a shelf company provider. Vodafone Germany then transferred the German Towers Business (Teilbetrieb Tower) to the Company by way of a hive-down by absorption (Ausgliederung zur Aufnahme) within the meaning of sec. 123 para. 3 n°1 of the German Transformation Act (Umwandlungsgesetz) (the “German Hive-Down”). The German Hive-Down became legally effective on May 25, 2020 upon registration with the commercial register (Handelsregister) of Vodafone Germany, and the Company automatically acquired all of the assets and liabilities under the German Hive-Down belonging to the German Towers Business by way of partial universal succession (partielle Universalsukzession) in exchange for new shares in the Company being issued to Vodafone Germany (see “21.2 Development of the Share Capital” for more information). The Company changed its legal name from Vodafone Towers Germany GmbH to Vantage Towers GmbH with legal effect as of July 16, 2020. On September 28, 2020, Vodafone Germany and the Company concluded a downstream spin-off and transfer agreement (Abspaltungs- und Übernahmevertrag) pursuant to which 390 non-enterprise DAS Sites, together with a number of easements, were transferred to the Company by way of a spin-off by absorption (Abspaltung zur Aufnahme) within the meaning of sec. 123 para. 2 n°1 of the German Transformation Act (Umwandlungsgesetz), whereby the shareholders of Vodafone Germany waived their right to receive shares in the Company. The downstream spin-off became legally effective upon its registration with the commercial register (Handelsregister) of Vodafone Germany on October 13, 2020. On December 7, 2020, Vodafone Germany and the Company concluded an upstream spin-off and transfer agreement (Abspaltungs- und Übernahmevertrag) pursuant to which 545 Sites were transferred from the Company to Vodafone Germany by way of a spin-off by absorption (Abspaltung zur Aufnahme) within the meaning of sec. 123 para. 2 n°1 of the German Transformation Act (Umwandlungsgesetz), whereby the shareholders of Vodafone Germany waived their right to receive shares in the Company. The upstream spin-off

38 became legally effective upon its registration with the commercial register (Handelsregister) of the Company on December 17, 2020.

3.2 The Acquisition of the Towers Business (Other than the German Towers Business) by the Company from VEBV The indirect acquisition of the businesses forming the Towers Business in Spain, Ireland, Portugal, the Czech Republic, Hungary and Romania, the 33.2% shareholding in INWIT, the 62% shareholding in Vantage Towers Greece and the 50% shareholding in Cornerstone by the Company was carried out through the following key steps: • preparatory steps pursuant to which the Towers Business in each of Spain, Ireland, Portugal, the Czech Republic, Hungary and Romania was separated from the local operating entity of the Vodafone Group, and in Greece, Vantage Towers Greece was formed; • the consolidation of the newly separated entities (other than the 62% shareholding in Vantage Towers Greece) and the 33.2% shareholding in INWIT under CTHC, the new intermediate holding company; • the acquisition of all ordinary shares in CTHC by the Company from VEBV following the capitalization of the Company; and • the subsequent acquisitions of the 62% shareholding in Vantage Towers Greece and the 50% shareholding in Cornerstone by CTHC (following its transfer from VEBV to the Company).

3.2.1 Separation from the Local Vodafone Group Entities 3.2.1.1 Spain Vodafone España, SAU (“Vodafone Spain”) transferred its towers business to Vantage Towers, SL (formerly Vodafone Towers Spain, SL) (“Vantage Towers Spain”) by way of a partial spin-off (escisión parcial) executed by operation of law (sucesión universal) with effect from March 18, 2020. The demerger was effected by way of a transfer of the assets and liabilities of Vodafone Spain that formed its towers business to Vantage Towers Spain in exchange for the sole shareholder of Vodafone Spain, Vodafone Holdings Europe SL (“VHESL”), receiving shares in Vantage Towers Spain at a premium to match the value of the assets and liabilities transferred. On September 25, 2020, VHESL transferred 100% of its shares in Vantage Towers Spain to VEBV.

3.2.1.2 Ireland Vodafone Ireland Limited (“Vodafone Ireland”) transferred its towers business to Vantage Towers Limited (formerly Vodafone Towers Ireland Limited) (“Vantage Towers Ireland”) by way of a business transfer agreement dated May 22, 2020 with effect from June 1, 2020 (the “Irish Business Transfer”). The Irish Business Transfer was effected by way of a transfer of the assets and liabilities that were exclusively used or held for use in the operation or conduct of the towers business of Vodafone Ireland to Vantage Towers Ireland in exchange for VEBV, the shareholder of Vodafone Ireland, receiving shares in Vantage Towers Ireland at a premium to match the value of the assets being transferred. Pursuant to the Irish Business Transfer and related steps, VEBV became the sole shareholder of Vantage Towers Ireland.

3.2.1.3 Portugal With effect from July 16, 2020, Vodafone Portugal—Comunicações Pessoais, SA (“Vodafone Portugal”) transferred its towers business to Vodafone Towers Portugal, SA (“Vantage Towers Portugal”) by way of a simple demerger. Pursuant to the demerger, all shares in Vantage Towers Portugal were held by VEBV, the sole shareholder of Vodafone Portugal.

3.2.1.4 Czech Republic The legal separation of the towers business in the Czech Republic was structured in two phases because the ground lease agreements related to 1,948 Sites used in connection with the Czech towers business contain restrictions on subletting to third parties (the “Czech Consent Required Sites”).

39 On March 24, 2020, VEBV incorporated Vantage Towers sro (formerly Vodafone Towers Czech Republic 1 sro) (“Vantage Towers Czech Republic”) and Vantage Towers 2 sro (formerly Vodafone Towers Czech Republic 2 sro) (“Vantage Towers Czech Republic 2”) as sister companies of Vodafone Czech Republic as (“Vodafone Czech Republic”) in preparation for the following demergers: • Phase 1 demerger: Under the phase 1 demerger, 2,145 Sites, other than the Czech Consent Required Sites, were transferred to Vantage Towers Czech Republic by way of a spin-off demerger by acquisition (rozdělení odštěpením sloučením) with legal effect from September 1, 2020. While Vodafone Czech Republic retained legal ownership of the Czech Consent Required Sites, it transferred the entire economic activity associated with, and the right to exploit, the Czech Consent Required Sites to Vantage Towers Czech Republic under the terms of a portfolio management agreement (the “Czech PMA”), see “17.1.6.1 Czech PMA.” • Phase 2 demerger: The consents required in connection with the Czech Consent Required Sites are expected to be obtained by September 30, 2022. Any Czech Consent Required Sites that do not receive landlord consent may need to continue to be owned by Vodafone Czech Republic and may remain subject to the Czech PMA. Under the phase 2 demerger, Vodafone Czech Republic will transfer the Czech Consent Required Sites to Vantage Towers Czech Republic 2 by way of a spin-off demerger by acquisition (rozdělení odštěpením sloučením) on April 1, 2023. Upon the completion of the phase 2 demerger and the transfer of Vantage Towers Czech Republic 2 to CTHC, Vantage Towers Czech Republic, as the sole surviving company, will merge with Vantage Towers Czech Republic 2, as the dissolving company, by way of a merger by acquisition (fúze sloučením) on or shortly after April 2, 2023. The commitment to undertake the two demergers was set out in a framework agreement entered into by Vodafone Czech Republic, Vantage Towers Czech Republic, Vantage Towers Czech Republic 2, VEBV and CTHC on July 9, 2020.

3.2.1.5 Hungary On October 31, 2020, Vodafone Magyarország Távközlési Zrt (“Vodafone Hungary”) transferred its entire towers business (excluding four Sites that could not be transferred due to subletting restrictions and in respect of which Vantage Towers Hungary will provide Vodafone Hungary with Passive Infrastructure maintenance services) at net book value to Vantage Towers Zrt (formerly known as Vodafone Magyarország Toronyvállalat Zrt) (“Vantage Towers Hungary”) by way of a demerger in the form of a division by separation. In accordance with applicable Hungarian laws, Vantage Towers Hungary commenced its operations on November 1, 2020. Following the demerger, VEBV became Vantage Towers Hungary’s sole shareholder.

3.2.1.6 Romania The legal separation of the towers business in Romania was structured in two phases due to land registration considerations. 1,260 Sites in Romania are ground based towers (“GBTs”), which are immovable assets under Romanian law that the Company believes must be registered with the local land registry before they are capable of being legally transferred to a third party. 1,257 GBTs, including 15 GBTs under construction, relating to the Romanian towers business remained unregistered as of May 31, 2020 (the balance sheet cut-off date) (the “Romania Registration Required Assets,” and the Sites where those assets are present, together, the “Romania Registration Required Sites”). On March 27, 2020, VEBV and Vodafone International Holdings BV (“VIHBV”) incorporated Vodafone Towers Romania SRL (“Vantage Towers Romania”) as a sister company of Vodafone Romania in preparation for the following demergers: • Phase 1 demerger: Under the phase 1 demerger, all Sites in Romania, other than the Romania Registration Required Sites, were transferred to Vantage Towers Romania by way of a demerger in the form of a spin-off with legal effect from November 13, 2020, and VEBV and VIHBV, as shareholders of Vodafone

40 Romania, were issued new shares in Vantage Towers Romania, pro rata to their respective shareholdings in Vodafone Romania. While Vodafone Romania retained the Romania Registration Required Sites, it transferred the entire economic activity associated with, and the right to exploit, the Romania Registration Required Sites to Vantage Towers Romania under the terms of the demerger and a portfolio management agreement (“Romanian PMA”), see “17.1.6.2 Romanian PMA.” • Phase 2 demerger: Under the phase 2 demerger, Vantage Towers Romania will, on behalf of Vodafone Romania, use reasonable endeavors to register the Romania Registration Required Assets with the local land registry by August 30, 2022 and transfer those assets and the associated Sites to Vantage Towers Romania by way of a demerger in the form of a spin-off with effect from February 1, 2023. VEBV and VIHBV, as shareholders of Vodafone Romania, will be issued new shares in Vantage Towers Romania, pro rata to their respective shareholdings in Vodafone Romania, which will be subsequently transferred to CTHC. The commitment to undertake the two demergers was set out in a framework agreement entered into by Vodafone Romania, Vantage Towers Romania, VEBV, VIHBV and CTHC on July 15, 2020.

3.2.1.7 Greece On July 24, 2020, VEBV entered into an agreement with Crystal Almond Sàrl (“Crystal Almond”), the controlling shareholder of Wind Hellas (i.e., Wind Hellas Telecommunications SA), for Vodafone Greece and Wind Hellas to partially demerge and subsequently contribute their towers businesses into Vantage Towers Greece, a jointly owned entity controlled by VEBV. Vodafone Greece (i.e., Vodafone-Panafon Hellenic Telecommunications Company SA) transferred its Passive Infrastructure business to Vodafone Greece Towers SA (“Vodafone Greek TowerCo”) by way of a notarial deed dated November 6, 2020 with legal effect from November 17, 2020. In exchange for the transfer of the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo, Vodafone Greece’s shareholders received a pro rata issuance of shares in Vodafone Greek TowerCo. Wind Hellas transferred its Passive Infrastructure business to Crystal Almond Towers Single Member SA (“Wind Hellas Greek TowerCo”) by way of a notarial deed dated November 6, 2020 with legal effect from November 17, 2020. In exchange for the transfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo, Crystal Almond was issued all of the shares in Wind Hellas Greek TowerCo.

3.2.2 Consolidation under CTHC and Issuance of a Special Share in CTHC On April 24, 2020, CTHC was incorporated as a wholly owned subsidiary of VEBV under the laws of the Netherlands. On November 19, 2020: • VEBV undertook a cash contribution and a contribution in kind of its shares in Vantage Towers Spain, Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czech Republic, Vantage Towers Hungary, Vantage Towers Romania and its equity investment in INWIT to CTHC in exchange for the issue of shares by CTHC to VEBV; and • VIHBV transferred all of its shares in Vantage Towers Romania to CTHC. On November 19, 2020, CTHC issued the Special Share (i.e., a new class of share with special rights) to VEBV in return for EUR 1. The Special Share provides VEBV with a veto right over (i) the transfer by CTHC of one or more shares in any subsidiary of CTHC or in INWIT or Cornerstone, and (ii) the nomination of any director to be appointed by CTHC to the boards of directors of INWIT or Cornerstone.

3.2.3 Acquisition of CTHC by the Company On December 17, 2020, following the capitalization of the Company, the Company and VEBV entered into a notarial deed pursuant to which the Company acquired 100% of the ordinary shares in CTHC from VEBV with immediate effect.

41 3.2.4 Acquisition of 62% of Vantage Towers Greece by CTHC On December 18, 2020, Vantage Towers Greece was incorporated. On December 21, 2020, VEBV and Crystal Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo, respectively, to Vantage Towers Greece. Following the contributions, VEBV and Crystal Almond were issued 62% and 38% shareholdings in Vantage Towers Greece, respectively. On December 22, 2020, VEBV transferred its shares in Vantage Towers Greece to CTHC, and VEBV, CTHC, Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned to CTHC a call option (the “Vantage Towers Greece Call Option”) to acquire the remaining 38% of Vantage Towers Greece from Crystal Almond for EUR 287,500,000 in cash, expiring on December 31, 2021 (with the price increasing by 5% if the Vantage Towers Greece Call Option has not completed by July 1, 2021). Vodafone Greece and Wind Hellas each own 50% of Victus Networks SA (“Victus”), a joint venture to share radio-access network infrastructure. VEBV and Crystal Almond have each undertaken to procure that Victus transfers its Passive Infrastructure business to Vantage Towers Greece following the completion of the Vantage Towers Greece Call Option.

3.2.5 Acquisition of Cornerstone by CTHC On January 14, 2021, CTHC acquired Vodafone UK’s 50% shareholding in Cornerstone by way of a share purchase agreement dated January 6, 2021. Registration of the transfer of the legal title in the Cornerstone shares to CTHC will take effect following the stamping of the stock transfer form by the tax authorities in the United Kingdom, which the Company expects to take place shortly.

3.3 Change of the Legal Form of the Company In order to finalize the Reorganization process, on January 18, 2021, the Company’s shareholders’ meeting resolved to change the Company’s legal form from a German limited liability company (Gesellschaft mit beschränkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name “Vantage Towers AG” pursuant to the German Transformation Act (Umwandlungsgesetz). The changes in legal form and legal name were registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany on January 26, 2021.

3.4 Acquisition of the Remaining 38% of Vantage Towers Greece by CTHC The Vantage Towers Greece Call Option was triggered by the publication of the “Intention to Float” announcement in respect of Vantage Towers on February 24, 2021. CTHC is expected to acquire the remaining 38% of Vantage Towers Greece seven calendar days after Admission.

42 4 THE OFFERING 4.1 Subject Matter of the Offering The Offering of 124,444,444 ordinary registered shares of the Company with no par value (Namensaktien ohne Nennbetrag), each such share representing a notional value of EUR 1.00 in the Company’s share capital and with full dividend rights in Euros as of April 1, 2020, consists of: • 88,888,889 Base Shares; • 22,222,222 Additional Base Shares, with the number of shares to be actually placed with investors subject to the exercise of the Upsize Option upon the decision of the Existing Shareholder in agreement with the Joint Global Coordinators on the date of pricing; and • 13,333,333 Over-Allotment Shares. The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2,000 million and targeted maximum gross proceeds of approximately EUR 2,800 million from the Offering. The Existing Shareholder will reduce the final number of shares placed in the Offering if the Offer Price exceeds the low end of the Price Range. For a description of the number of Offer Shares to be placed in the Offering to achieve such minimum or maximum total gross proceeds, see “4.2 Price Range, Offer Period, Offer Price and Allotment and Payment.” The Offering consists of an initial public offering in Germany and private placements in certain jurisdictions outside Germany. In the United States, the Offer Shares will only be offered and sold to qualified institutional buyers (“QIBs”) as defined in Rule 144A (“Rule 144A”) under the United States Securities Act of 1933 (the “Securities Act”), in transactions exempt from the registration requirements of the Securities Act. Outside the United States, the Offer Shares will only be offered and sold in offshore transactions in compliance with Regulation S under the Securities Act (“Regulation S”). The Offer Shares have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or otherwise transferred to or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. Immediately prior to the Offering, all of the Company’s share capital was held by the Existing Shareholder. Following the completion of the Offering and assuming full placement of the Offer Shares and full exercise of the Upsize Option and the Greenshoe Option (see “4.11 Stabilization Measures, Over-Allotments and Greenshoe Option”) and assuming an Offer Price at the low end of the Price Range of EUR 22.50, the Existing Shareholder will continue to hold 75.40% of the Company’s share capital. The Existing Shareholder will receive the proceeds from the sale of the Offer Shares. The Company will not receive any proceeds from the sale of the Offer Shares. BofA Securities, Morgan Stanley and UBS are acting as Joint Global Coordinators. Barclays Bank Ireland Plc, Joh. Berenberg Gossler & Co. KG, BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and Jefferies GmbH, together with the Joint Global Coordinators, are acting as Joint Bookrunners. The Joint Global Coordinators and the Joint Bookrunners are acting together as the Underwriters. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Offering, including the merits and risks involved. None of the Company, the Existing Shareholder or the Underwriters, or any of the respective affiliates, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality of an investment in the Shares by such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Offer Shares. The investors also acknowledge that: (i) they have not relied on the Underwriters or any person affiliated with the Underwriters in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied only on the information contained in this document, and (iii) that no person has been authorized to give any information or to make any representation concerning the Company or its subsidiaries or the Offer Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Company, the Existing Shareholder or the Underwriters.

43 4.2 Price Range, Offer Period, Offer Price and Allotment and Payment The Price Range for the Offering in which purchase orders may be placed is EUR 22.50 to EUR 29.00 per Offer Share (the “Price Range”). The period during which investors may submit purchase orders for the Offer Shares is expected to commence on March 9, 2021 and to expire on March 17, 2021 (the “Offer Period”). Offers to purchase Offer Shares may be submitted (i) until 12:00 p.m. (noon) (CET) by private investors, and (ii) until 2:00 p.m. (CET) by institutional investors on the last day of the Offer Period. Price limits for purchase orders in Euros from private investors must be expressed in full Euro amounts or increments of 25, 50 or 75 cents. Subject to the publication of a supplement to this Prospectus, if required, the Existing Shareholder, after consultation with the Joint Global Coordinators, as representatives of the Underwriters, reserves the right to (i) increase or decrease the total number of Offer Shares, (ii) increase or decrease the upper limit and/or the lower limit of the Price Range and/or (iii) extend or shorten the Offer Period. Such changes will not invalidate any offers to purchase Offer Shares that have already been submitted. If such change requires the publication of a supplement to this Prospectus, investors who submitted purchase orders before the supplement is published shall have the right, pursuant to article 23 of the Prospectus Regulation, to withdraw these offers to purchase within two working days of the publication of the supplement. Instead of withdrawing their offers to purchase Offer Shares placed prior to the publication of the supplement, investors may change their orders or place new limited or unlimited offers to purchase within two business days following the publication of the supplement. Any changes to the terms of the Offering will be published by means of electronic media (such as Reuters or Bloomberg) and, if required by the provisions of the MAR or the German Securities Prospectus Act (Wertpapierprospektgesetz), as an ad hoc release via an electronic information dissemination system, on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo and as a supplement to this Prospectus. In such case, investors who have submitted offers to purchase will not be notified individually. Upon the occurrence or non-occurrence of certain customary events (see “23.5 Termination and Indemnification”), the Joint Global Coordinators, on behalf of the Underwriters, may terminate the underwriting agreement, entered into between the Company, the Existing Shareholder and the Underwriters on March 8, 2021 (the “Underwriting Agreement”), even after commencement of trading (Aufnahme des Handels) of the Company’s shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (see “23.5 Termination and Indemnification”). The Existing Shareholder, after consultation with the Joint Global Coordinators, as representatives of the Underwriters, will decide if and to what extent the Upsize Option is exercised depending on market demand and using the order book prepared during the bookbuilding process. The Existing Shareholder may sell up to 22,222,222 Additional Base Shares. The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2,000 million and targeted maximum gross proceeds of approximately EUR 2,800 million from the Offering. If the final Offer Price is set at the mid-point or the high end of the Price Range, the final number of shares of the Company to be placed in the Offering may be significantly lower than at the low end of the Price Range. In order to achieve the targeted minimum total gross proceeds of approximately EUR 2,000 million in the Offering, • 88,888,889 Offer Shares would need to be placed in the Offering if the Offer Price would be determined at the low point of the Price Range, • 77,669,903 Offer Shares would need to be placed in the Offering if the Offer Price would be determined at the mid-point of the Price Range; and • 68,965,517 Offer Shares would need to be placed in the Offering if the Offer Price would be determined at the high end of the Price Range. In order to achieve the targeted maximum total gross proceeds of approximately EUR 2,800 million in the Offering, • all 124,444,444 Offer Shares would need to be placed in the Offering if the Offer Price would be determined at the low point of the Price Range,

44 • 108,737,864 Offer Shares would need to be placed in the Offering if the Offer Price would be determined at the mid-point of the Price Range; and • 96,551,724 Offer Shares would need to be placed in the Offering if the Offer Price would be determined at the high end of the Price Range. The Existing Shareholder will reduce the final number of shares placed in the Offering if the Offer Price exceeds the low end of the Price Range. The Offer Price and the final number of shares placed in the Offering will be determined at the end of the bookbuilding process by the Existing Shareholder after consultation with the Joint Global Coordinators, as representatives of the Underwriters. The Offer Price will be set on the basis of the purchase orders submitted by investors during the Offer Period that have been collated in the order book prepared during the bookbuilding process. These orders will be evaluated according to the prices offered and the expected investment horizons of the respective investors. This method of setting the number of Offer Shares that will be placed at the Offer Price is, in principle, aimed at maximizing proceeds. Consideration will also be given to whether the Offer Price and the number of Offer Shares to be placed allow for the reasonable expectation that the share price will demonstrate a steady performance in the secondary market, given the demand for the Company’s shares as reflected in the order book. Attention will be paid not only to the prices offered by investors and the number of investors interested in purchasing shares at a particular price, but also to the composition of the Company’s shareholder structure that would be expected to result at a given price, and expected investor behavior. The Company and the Existing Shareholder will not charge to investors any expenses and taxes related to the Offering. The Offer Price will be determined in Euros. Once the Offer Price has been set, the Offer Shares will be allotted to investors on the basis of the purchase offers then available. The Offer Price and the final number of shares placed in the Offering (i.e., the results of the Offering) are expected to be published on or about March 17, 2021, by means of an ad hoc release on an electronic information dissemination system and on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo. Investors who have placed orders to purchase Offer Shares with one of the Underwriters can obtain information from that Underwriter about the Offer Price and the number of Offer Shares allotted to them on the business day following the setting of the Offer Price. As the commencement of trading (Aufnahme des Handels) of the Company’s shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to take place on the business day following the setting of the Offer Price, investors may not have obtained information about the number of Offer Shares allotted to them when trading commences. Book-entry delivery of the allotted Offer Shares against payment of the Offer Price is expected to take place on or about March 22, 2021. Should the placement volume prove insufficient to satisfy all orders placed at the Offer Price, the Underwriters reserve the right to reject orders, or to only accept them in part.

4.3 Expected Timetable for the Offering The anticipated timetable for the Offering, which may be extended or shortened and remains subject to change, is as follows:

March 8, 2021 Approval of this Prospectus by the BaFin March 9, 2021 Publication of the approved Prospectus on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo Commencement of the Offer Period Application for admission of the Company’s shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. March 17, 2021 Expiry of the Offer Period, which will occur at (i) 12:00 p.m. (noon) (CET) for private investors, and (ii) 2:00 p.m. (CET) for institutional investors on the last day of the Offer Period Admission decision to be issued by the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)

45 Determination of the Offer Price and the final number of shares to be allocated Publication of the Offer Price in the form of an ad hoc release on an electronic information dissemination system and on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo March 18, 2021 Commencement of trading of the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) March 22, 2021 Book-entry delivery of the Offer Shares against payment of the Offer Price

This Prospectus will be published on the Company’s website at www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo.

4.4 Information on the Shares 4.4.1 Share Capital; Form of the Shares As of the date of this Prospectus, the share capital of the Company amounts to EUR 505,782,265 and is divided into 505,782,265 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag). The share capital has been fully paid up.

4.4.2 Voting Rights Each share in the Company carries one vote at the Company’s general meeting. All of the Company’s shares confer the same voting rights. There are no restrictions on voting rights.

4.4.3 Dividend and Liquidation Rights The Offer Shares carry full dividend rights in Euros as of April 1, 2020. Shareholders who hold the shares at the time the respective general meeting’s resolution on the allocation of the distributable profits is validly passed are entitled to dividend payments. In the event of the Company’s liquidation, any proceeds will be distributed to the holders of the Company’s shares in proportion to their interest in the Company’s share capital.

4.4.4 Form, Certification of the Company’s Shares and Currency of the Securities Issue As of the date of this Prospectus, all of the Company’s shares are ordinary registered shares with no par value (Namensaktien ohne Nennbetrag). The Company’s shares will be represented by two global share certificates (the “Global Share Certificates”), which will be deposited with Clearstream Banking AG, Mergenthalerallee 61, 65760 Eschborn, Germany (“Clearstream”). Section 6 para. 2 of the Articles of Association excludes the shareholders’ right to receive individual share certificates to the extent permitted by law, unless mandated by the rules of a stock exchange to which the shares are admitted. The Management Board is authorized to issue global certificates pursuant to section 6 para. 2 of the Articles of Association. All shares of the Company provide holders thereof with the same rights and no shares provide any additional rights or advantages. The Company’s shares are denominated in Euros.

4.4.5 Delivery and Settlement Delivery of the Offer Shares against payment of the Offer Price and customary security commissions is expected to take place on or about March 22, 2021. The Offer Shares will be made available to investors as co- ownership interests in the Global Share Certificates through Clearstream. The Offer Shares purchased in the Offering will be credited in the form of co-ownership interests in the Global Share Certificates deposited with Clearstream to a securities deposit account maintained by a German bank with Clearstream.

46 4.4.6 ISIN/WKN/Common Code/Ticker Symbol International Securities Identification Number (“ISIN”) ...... DE000A3H3LL2 German Securities Code (Wertpapierkennnummer) (“WKN”) ...... A3H 3LL Common Code ...... 230832161 Ticker Symbol ...... VTWR

4.5 Identification of Target Market 4.5.1 European Economic Area Solely for the purpose of the product governance requirements contained within: (a) EU Directive 2014/ 65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has determined that the Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “MIFID II Target Market Assessment”).

4.5.2 United Kingdom Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and /or any equivalent requirements elsewhere, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has determined that the Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “UK Target Market Assessment”).

4.5.3 General Notwithstanding the MiFID II Target Market Assessment and the UK Target Market Assessment, distributors should note that the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The MiFID II Target Market Assessment and the UK Target Market Assessment are without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the MiFID II Target Market Assessment and the UK Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the MiFID II Target Market Assessment and the UK Target Market Assessment does not constitute: (a) in the case of the MiFID II Target Market Assessment, an assessment of suitability or appropriateness for the purposes of MiFID II and in the case of the UK Target Market Assessment, an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares. Each distributor is responsible for undertaking its own relevant target market assessment in respect of the Offer Shares and determining appropriate distribution channels.

4.6 Transferability of Shares and Lock-Up The Company’s shares are freely transferable in accordance with the legal requirements for registered shares (Namensaktien). Except for the restrictions set forth in “4.9 Cornerstone Investment,” “4.12 Lock-Up

47 Agreement and Limitations on Disposal” and “23.6 Selling Restrictions,” there are no prohibitions on disposals or restrictions with respect to the transferability of the Company’s shares.

4.7 Existing Shareholder Immediately prior to the Offering, the Existing Shareholder held 100% of the Company’s outstanding share capital. For a discussion of the ownership structure of the Existing Shareholder, see “19 Information on the Company’s Existing Shareholder.”

4.8 Allotment Criteria Except for the cornerstone investor agreements and irrevocable investor agreement described below, no agreement exists between the Company, the Existing Shareholder and the Underwriters as to the allotment procedure. The allotment of Offer Shares to private investors and institutional investors will be decided by the Existing Shareholder, after consultation with the Company and the Joint Global Coordinators. The decision ultimately rests with the Existing Shareholder. Allotments will be made on the basis of the quality of the individual investors, such as the expected investment horizon and expected trading behavior of the investor, and individual orders and other important allotment criteria to be determined by the Existing Shareholder, after consultation with the Company and the Joint Global Coordinators. “Qualified investors” (qualifizierte Anleger) pursuant to the Prospectus Regulation as well as “professional clients” (professionelle Kunden) and “suitable counterparties” (geeignete Gegenparteien) under the German Securities Prospectus Act (Wertpapierprospektgesetz) are not viewed as “private investors” within the meaning of the allocation rules. The details of the allotment procedure will be stipulated after expiry of the Offer Period and published in accordance with the allotment principles.

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

4.10 Irrevocable Investment As part of the agreement entered into between Crystal Almond and VEBV to form Vantage Towers Greece, Crystal Almond agreed that it or one or more of its affiliates would acquire EUR 100,000,000 of shares in the Company in the Offering at the Offer Price. On March 6, 2021, affiliates of Crystal Almond entered into an irrevocable investor agreement with the Existing Shareholder and the Company pursuant to which they undertake to purchase Offer Shares at the Offer Price for total consideration of EUR 100,000,000 conditional only on the completion of the Offering within 90 days of the intention to float announcement related thereto. The Existing Shareholder agreed to instruct the Underwriters to preferentially allocate the affiliates of Crystal Almond their respective amounts of Offer Shares. Neither Crystal Almond or its affiliates will receive a consideration for investing in the Company.

4.11 Stabilization Measures, Over-Allotments and Greenshoe Option In connection with the placement of the Offer Shares, Morgan Stanley, or its affiliates, acting for the account of the Underwriters, will act as the stabilization manager (the “Stabilization Manager”), and may, as Stabilization Manager, make over-allotments and take stabilization measures in accordance with article 5 paras. 4 and 5 of the MAR in conjunction with articles 5 through 8 of Commission Delegated Regulation (EU) 2016/ 1052 of March 8, 2016 to provide support for the market price of the Company’s shares, thus alleviating sales

48 pressure generated by short-term investors and maintaining an orderly market in the Company’s shares (the “Stabilization Measures”). The Stabilization Manager is under no obligation to take any Stabilization Measures. Therefore, no assurance can be provided that any Stabilization Measures will be taken. Where Stabilization Measures are taken, these may be terminated at any time without notice. Such measures may start from the date the Company’s shares commence trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must end no later than 30 calendar days thereafter (the “Stabilization Period”). Stabilization Measures are intended to provide support for the price of the Company’s shares during the Stabilization Period. These measures may result in the market price of the Company’s shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level. Stabilization Measures may not be executed above the Offer Price. To facilitate such Stabilization Measures, investors may, in addition to the Base Shares and the Additional Base Shares, be allocated up to 13,333,333 Over-Allotment Shares as part of the allocation of the Offer Shares (the “Over-Allotment”). For the purpose of such potential Over-Allotment, the Existing Shareholder has agreed to make available to the Stabilization Manager, acting for the account of the Underwriters, up to 13,333,333 Over-Allotment Shares in the form of a securities loan. The total number of Over-Allotment Shares which may be allotted must not exceed 15% of the number of Base Shares. The Existing Shareholder has granted the Underwriters an option to acquire a number of shares in the Company equal to the number of allotted Over-Allotment Shares at the Offer Price, less agreed commissions (the “Greenshoe Option”). The Stabilization Manager, acting for the account of the Underwriters, is entitled to exercise the Greenshoe Option during the Stabilization Period to the extent Over-Allotment Shares were allocated to investors in the Offering. Within one week of the end of the Stabilization Period, an announcement will be published by the Stabilization Manager via various media outlets distributed across the entire European Economic Area (Medienbündel) as to (i) whether Stabilization Measures were undertaken, (ii) the date on which stabilization started and when it last occurred, (iii) the Price Range within which stabilization transactions were carried out, the latter will be made known for each date on which a price stabilization transaction was carried out, and (iv) the trading venues on which stabilization transactions were carried out, where applicable. Exercise of the Greenshoe Option, the timing of its exercise and the number and type of shares concerned will also be announced promptly in the manner previously stated. The Stabilization Manager must record each stabilization order and transaction pursuant to applicable regulations. In addition, details of all stabilization transactions must be reported to the competent authorities of each trading venue on which the securities are admitted to trading or traded, as well as the competent authority of each trading venue where transactions in associated instruments for the stabilization of securities are carried out, if any. Exercise of the Greenshoe Option will be disclosed to the public promptly, together with all appropriate details, including, in particular, the date of exercise of the Greenshoe Option and the number and nature of Over-Allotment Shares involved, in accordance with article 8(f) of the Commission Delegated Regulation (EU) 2016/1052.

4.12 Lock-Up Agreement and Limitations on Disposal On March 8, 2021, the Underwriters, the Company and the Existing Shareholder entered into an Underwriting Agreement. In the Underwriting Agreement, the Company agreed with each Underwriter that the Company will not, and will not agree to without the prior written consent of the Joint Global Coordinators (such consent not to be unreasonably withheld or delayed), for a period of 180 calendar days following the first day of trading of the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (currently expected to take place on March 18, 2021): • announce or effect an increase of the Company’s share capital out of authorized capital; • propose to its general meeting an increase of the Company’s share capital; • announce, effect or propose the issuance of securities with conversion or option rights on the Company’s shares; or • enter into a transaction or perform any action economically similar to those described in the bullet points above,

49 in each case other than as expressly described in this Prospectus. The Company may, however, (i) issue, grant, sell, transfer or otherwise award shares or other securities to directors or employees of the Company or any of its subsidiaries under a customary directors’ and/or employees’ stock option plan or other type of directors’ and/or employees’ participation program and (ii) undertake any corporate action for purposes of entering into joint ventures, other forms of cooperations and acquisitions, provided that the other parties to the joint venture or the selling shareholders of the company be acquired (i.e., the entities that will acquire any shares or other securities of the Company) assume towards the Joint Global Coordinators the obligation to comply with the restrictions applicable to the Existing Shareholder on the disposal of shares as set forth in the lock-up undertaking for the then remaining part of the lock-up period. In the Underwriting Agreement, the Existing Shareholder will undertake not to, without the prior written consent of the Joint Global Coordinators, which consent may not be unreasonably withheld or delayed, for a period of 180 calendar days following the first day of trading of the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (currently expected to take place on March 18, 2021): • offer, pledge, allot, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, transfer or otherwise dispose of, directly or indirectly, any shares of the Company held by the Existing Shareholder as of the date of the Underwriting Agreement; • cause or approve, directly or indirectly, the announcement, execution or implementation of any increase in the share capital of the Company or a direct or indirect placement of shares of the Company; • propose, directly or indirectly, any increase in the share capital of the Company to any general meeting for resolution, or vote in favor of such a proposed capital increase; • cause or approve, directly or indirectly, the announcement, execution or proposal of any issuance of financial instruments constituting options or warrants convertible into shares of the Company; or • enter into a transaction or perform any action economically similar to those described in the bullets above, in particular enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares of the Company, whether any such transaction is to be settled by delivery of shares of the Company, in case or otherwise, in each of the five bullets above other than for the purposes of the Offering and other than as expressly described in this Prospectus. The lock-up restrictions for the Existing Shareholder in the first and fifth bullets above will not restrict any sales of the Company’s shares made to persons or entities who themselves agree with the Joint Global Coordinators to assume the obligation to comply with the restrictions applicable to the Existing Shareholder thereunder for the then remaining part of the lock-up period. The Existing Shareholder may, however, grant, sell, award or otherwise transfer shares or other securities of the Company for the purpose of a customary directors’ and/or employees’ share option plan or other type of directors’ and/or employees’ participation program for directors or employees of the Company.

4.13 Admission to the Frankfurt Stock Exchange and Commencement of Trading The Company will apply for the admission of the Company’s shares to trading, together with Morgan Stanley who is acting as listing agent on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), as well as to the sub-segment of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with additional post-admission obligations (Prime Standard) on or about March 8, 2021. The listing approval (admission decision) for the Company’s shares is expected to be granted on March 17, 2021. The decision on the Admission will be made solely by the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) at its discretion. Trading in the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to commence on March 18, 2021.

4.14 Designated Sponsors BofA Securities, Morgan Stanley and UBS have been mandated as designated sponsors of the Company’s shares traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). Pursuant to the designated sponsor agreements expected to be concluded between each of the designated sponsors and the Company, each

50 designated sponsor will, among other things, place limited buy and sell orders for the Company’s shares in the electronic trading system of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) during regular trading hours. This is intended to achieve greater liquidity in the market for the Company’s shares.

4.15 Interests of Parties Participating in the Offering In connection with the Offering and the admission of the Company’s shares to trading, the Underwriters have formed a contractual relationship with the Company and the Existing Shareholder. The Underwriters are acting exclusively for the Company and the Existing Shareholder and no one else in connection with the Offering and on coordinating the structuring and execution of the Offering. They will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Existing Shareholder for providing the protections afforded to their respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein. In addition, BofA Securities, Morgan Stanley and UBS have been mandated to act as designated sponsors for the Company’s shares and Deutsche Bank Aktiengesellschaft has been mandated to act as paying agent. Upon successful implementation of the Offering, the Underwriters will receive a commission and the size of this commission depends on the results of the Offering. As a result of these contractual relationships, the Underwriters have a financial interest in the success of the Offering on the best possible terms. In addition, some of the Underwriters or their affiliates have, and may from time to time in the future continue to have, business relations with the Company, Vodafone Group Plc, the Existing Shareholder or their affiliates, including lending activities, or may perform services for the Company, Vodafone Group Plc, the Existing Shareholder or their affiliates in the ordinary course of business for which they have received or may receive customary fees and commissions. In particular, affiliates of BofA Securities, BNP PARIBAS and Deutsche Bank Aktiengesellschaft act as arrangers, bookrunners and lenders, as well as coordinator and agent in the case of the affiliate of BofA Securities, under the Company’s EUR 2.4 billion senior unsecured term loan facility and EUR 300 million senior unsecured revolving credit facility. For more information on the facility agreement, see “16.21.4 Senior Facilities.” Furthermore, in connection with the Offering, each of the Underwriters and any of their respective affiliates, may take up a portion of the shares in the Offering as a principal position and, in that capacity, may retain, purchase or sell for its own account such securities and any shares or related investments and may offer or sell such shares or other investments otherwise than in connection with the Offering or otherwise. Accordingly, references in this Prospectus to shares being offered or placed should be read as including any offering or placement of shares to any of the Underwriters or any of their respective affiliates acting in such capacity. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of shares of the Company. None of the Underwriters or any of their respective affiliates intends to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Existing Shareholder, being a wholly owned subsidiary of Vodafone Group Plc, will receive the proceeds from the sale of the Offer Shares. Accordingly, the Existing Shareholder and Vodafone Group Plc have an interest in the success of the Offering on the best possible terms. With regard to further indirect advantages in connection with the Offering expected by the Existing Shareholder, see “6 Reasons for the Offering and Listing and Use of Proceeds.” None of the aforementioned interests in the Offering constitute a conflict of interest or a potential conflict of interest. Consequently, there are no conflicts of interest with respect to the Offering or the Admission.

51 5 PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING The Company will not receive any proceeds from, or incur any costs in connection with, the Offering. The Existing Shareholder will receive the proceeds resulting from the sale of the Base Shares, from a potential sale of the Additional Base Shares, if and to the extent the Upsize Option in relation to the Additional Base Shares is exercised, and the proceeds resulting from a potential sale of the Over-Allotment Shares, if and to the extent that the Greenshoe Option is exercised. The amount of the proceeds of the Offering as well as the costs related to the Offering depend, inter alia, on the Offer Price, which determines the Underwriters’ commissions, and on the number of shares that will be placed in the Offering. The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2,000 million and targeted maximum gross proceeds of approximately EUR 2,800 million from the Offering. For a description of the number of Offer Shares to be placed in the Offering to achieve such minimum or maximum total gross proceeds, see “4.2 Price Range, Offer Period, Offer Price and Allotment and Payment.” Assuming the targeted minimum gross proceeds of EUR 2,000 million for the Existing Shareholder from the Offering, the net proceeds to the Existing Shareholder would amount to approximately EUR 1,912 million, after deducting the total costs and expenses related to the Offering and the Admission (which include (i) Underwriters’ commissions (assuming the full payment of both a base fee and a discretionary fee) and (ii) other estimated expenses) of estimated EUR 88 million. Assuming the targeted maximum gross proceeds of EUR 2,800 million for the Existing Shareholder from the Offering, the net proceeds to the Existing Shareholder would amount to approximately EUR 2,702 million, after deducting the total costs and expenses related to the Offering and the Admission (which include (i) Underwriters’ commissions (assuming the full payment of both a base fee and a discretionary fee) and (ii) other estimated expenses) of estimated EUR 98 million. Investors will not be charged expenses by the Company, the Existing Shareholder or the Underwriters in connection with their role as underwriters. Investors may, however, have to bear customary transaction and handling fees charged by their brokers or other financial institutions through which they hold their securities.

52 6 REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS The Company intends to list the Company’s shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), as well as on the sub-segment with additional post- admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The reasons for the Offering and listing are to: (i) enable Vantage Towers to gain access to the capital markets; and (ii) highlight the intrinsic value in Vantage Towers as a commercially minded, dedicated and independent mobile telecommunications tower infrastructure operator. In connection with the Offering, the Existing Shareholder will offer shares to facilitate stabilization measures and to ensure free float and trading liquidity in the Company’s shares. The Company will not receive any proceeds from the Offering resulting from the sale of the Offer Shares by the Existing Shareholder in the Offering.

53 7 DILUTION The net asset value (total assets less current liabilities and non-current liabilities as shown in the Unaudited Three-Month Condensed Combined Interim Financial Statements) (the “Net Asset Value”) of the Company amounted to EUR 5,002.8 million as of December 31, 2020, or EUR 9.89 per share in the Company based on 505,782,265 outstanding shares of the Company immediately prior to the Offering. The dilutive effect of the Offering on new shareholders is illustrated in the table below demonstrating the amount by which the Offer Price at the mid-point of the Price Range would exceed the Net Asset Value per share after completion of the Offering assuming the Offering had taken place on December 31, 2020. The Offering will not involve the issuance of new shares of the Company.

As of December 31, 2020 Offer Price per share (in EUR; based on the mid-point of the Price Range) ...... 25.75 Net Asset Value per share as of December 31, 2020 (505,782,265 outstanding shares of the Company immediately prior to the Offering) (in EUR) ...... 9.89 Amount by which the Net Asset Value per share is below the Offer Price of EUR 25.75 per share (based on the mid-point of the Price Range) (immediate dilution to the new shareholders of the Company per share) (in EUR) ...... 15.86 Percentage by which the Net Asset Value per share is below the Offer Price of EUR 25.75 per share (based on the mid-point of the Price Range) (in %) ...... 61.59

54 8 DIVIDEND POLICY 8.1 General Provisions Relating to Profit Allocation and Dividend Payments The shareholders have a share in the Company’s profits determined based on their respective interest in the Company’s share capital. In a German stock corporation (Aktiengesellschaft), such as the Company, the distribution of dividends for any given financial year, and the amount and payment date thereof, are generally resolved by the general meeting (Hauptversammlung) of the subsequent financial year, based upon a joint proposal by the Management Board and the Supervisory Board. The annual general meeting must be held within the first eight months of each financial year. Pursuant to German law, dividends may only be distributed from a distributable balance sheet profit (Bilanzgewinn) of the Company which is calculated based on the Company’s unconsolidated (separate) financial statements prepared in accordance with German generally accepted accounting principles of the HGB. Such accounting principles differ from IFRS in material respects. When determining distributable profits, the profit or loss for the financial year (Jahresüberschuss/- fehlbetrag) must be adjusted for retained profit/loss carry forwards (Gewinn-/Verlustvorträge) from the previous financial year, withdrawals from capital reserves or withdrawals from or appropriations to reserves (retained earnings). Certain reserves are required to be set up by law and must be deducted when calculating the balance sheet profits available for distribution. Subject to certain statutory restrictions, the general meeting is entitled to transfer additional amounts to the reserves or carry them forward. The Management Board must prepare, inter alia, unconsolidated (separate) financial statements (balance sheet, income statement and notes to the unconsolidated (separate) financial statements) and a management report for the previous financial year by the statutory deadline and present these to the Supervisory Board and the auditors immediately after preparation. At the same time, the Management Board must present to the Supervisory Board a proposal for the allocation of the Company’s distributable balance sheet profit pursuant to section 170 para. 2 AktG. Pursuant to section 171 AktG, the Supervisory Board must review the financial statements, the Management Board’s management report and the proposal for the allocation of the distributable profits and report to the general meeting in writing on the results of such review. The Supervisory Board must submit its report to the Management Board within one month of receiving the documents. If the Supervisory Board approves the financial statements after its review, these are deemed adopted unless the Management Board and Supervisory Board resolve to assign adoption of the financial statements to the general meeting. If the Management Board and Supervisory Board choose to allow the general meeting to adopt the financial statements, or if the Supervisory Board does not approve the financial statements, the Management Board must convene a general meeting without undue delay. If the Management Board and the Supervisory Board approve the unconsolidated (separate) financial statements, they may, pursuant to section 58 para. 2 AktG, allocate an amount of up to 50% of the Company’s profit for the financial year—after deducting any transfers to statutory reserves and any losses carried forward—to non-statutory reserves. The general meeting’s resolution on the allocation of the distributable balance sheet profit requires a simple majority of votes cast to be passed without being bound by the proposal from the Management Board and the Supervisory Board. Dividends resolved by the general meeting are due and payable on the third business day following the relevant general meeting, unless a longer period is provided for in the dividend resolution or the Articles of Association. The dividends will be paid out in accordance with the rules of the respective clearing system on the day they become due and payable. Since all of the dividend entitlements with respect to the Company’s shares will be evidenced by global dividend coupons (Globalgewinnanteilsschein) deposited with Clearstream, dividends with respect to the Company’s shares will be paid via Clearstream to the custodian banks for the benefit of shareholders. German custodian banks are under an obligation to distribute the respective funds to their customers. Shareholders using a custodian bank located outside Germany must enquire at their respective bank about the terms and conditions applicable in their case. Details on dividend payments and the respective payment agent will be published in the German Federal Gazette (Bundesanzeiger). To the extent that dividends can be distributed by the Company in accordance with the AktG and HGB and corresponding decisions are taken, there are no restrictions on shareholders’ rights to receive such dividends. Generally, withholding tax (Kapitalertragsteuer) is withheld from dividends paid. For further information on the taxation of dividends, see “24.2.2 Taxation of Dividends.” Pursuant to German law, dividend payment claims are subject to a three-year standard limitation period. Once time-barred, the relevant dividend payment claim passes to the Company.

55 8.2 Dividend Policy Subject to the availability of distributable profits (Bilanzgewinn) and legal restrictions with respect to the distribution of profits and available funds, going forward the Company aims to distribute 60% of the sum of Recurring Free Cash Flow and dividends received from INWIT and Cornerstone. For the twelve months ending March 31, 2021, the Company intends to declare an annual dividend of EUR 280 million (including 60% of INWIT’s declared dividend for its fiscal year ended December 31, 2020), which it intends to pay in July 2021. As referenced in 8.1 above, any determination to pay dividends will be made in accordance with applicable laws, and will depend upon, among other factors, the Company’s results of operations, distributable reserves under the HGB, financial condition, contractual restrictions and capital requirements. See “1.4.3 The payment of future dividends will depend, among other things, on the Group’s results of operations, financial and investment needs, the availability of distributable reserves and shareholder approval” for risks relating to the Company’s ability to pay dividends. Apart from dividends and other payments received from current and future direct and indirect subsidiaries, the Company’s ability to pay dividends will depend on its financial position (particularly the amount of distributable profit that is available), its results of operations, capital requirements, investment alternatives and other factors that the Management Board and Supervisory Board may deem relevant. The results of operations set out in the Condensed Combined Interim Financial Statements may not be indicative of the amounts of future dividend payments. Any proposals by the Management Board and Supervisory Board regarding dividend payments will be subject to the approval of the general meeting.

56 9 CAPITALIZATION, INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL The following tables set forth the Group’s capitalization and indebtedness derived from the Company’s Unaudited Three-Month Condensed Combined Interim Financial Statements. Investors should read these tables in conjunction with “10 Unaudited Pro Forma Financial Information” “13 Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Audited Six-Month Condensed Combined Interim Financial Statements and the Unaudited Three-Month Condensed Combined Interim Financial Statements, in each case, including the notes thereto, contained in this Prospectus.

9.1 Capitalization

As of December 31, 2020 Actual As Adjusted(1) (unaudited) (EUR millions) Total current debt(2) (including current portion of non-current debt) ...... 3,099 3,099 Guaranteed ...... — — Secured ...... — — Unguaranteed/unsecured ...... 3,099 3,099 Total non-current debt(3) (excluding current portion of non-current debt) ...... 2,312 2,312 Guaranteed ...... — — Secured ...... — — Unguaranteed/unsecured ...... 2,312 2,312 Total shareholder’s equity(4) ...... 5,003 5,061 Share capital(5) ...... — — Legal reserves(5) ...... — — Other reserves(5) ...... — — Total(6) ...... 10,414 10,472

Notes: (1) Figures set out in the “As Adjusted” are taken from the pro forma consolidated statement of financial position of the Group as of December 31, 2020, as set out in “10.7 Pro Forma Consolidated Statement of Financial Position of the Group as of December 31, 2020.” (2) Total current debt reflects current liabilities as set out in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information. (3) Total non-current debt reflects non-current liabilities as set out in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information. (4) Total shareholder’s equity is referred to as total equity in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information, respectively. (5) Prior to the completion of the Reorganization, the Group was not a legal group for consolidated financial statement reporting purposes in accordance with IFRS 10 “Consolidated Financial Statements.” In the Unaudited Three-Month Condensed Combined Interim Financial Statements the equity was presented on the basis of the aggregation of the net assets of the Towers Business, Vantage Towers Greece and the equity interest in INWIT under the control of VEBV. Consequently, the Unaudited Three-Month Condensed Combined Interim Financial Statements do not separately disclose share capital, legal reserves or other reserves. (6) Total reflects the sum of total current debt, total non-current debt and total shareholders’ equity.

57 9.2 Indebtedness

As of December 31, 2020 Actual As Adjusted(1) (unaudited) (EUR millions) A. Cash(2) ...... 6 6 B. Cash equivalents ...... — — C. Other current financial assets(3) ...... 924 636 D. Liquidity (A + B + C) ...... 930 642 E. Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)(4) ...... 2,899 2,899 F. Current portion of non-current financial debt ...... — — G. Current financial indebtedness (E + F) ...... 2,899 2,899 H. Net current financial indebtedness (G – D) ...... 1,969 2,257 I. Non-current financial debt (excluding current portion and debt instruments)(5) . . . 1,981 1,981 J. Debt instruments ...... — — K. Non-current trade and other payables(6) ...... 3 3 L. Non-current financial indebtedness (I + J + K) ...... 1,984 1,984 M. Total financial indebtedness (H + L) ...... 3,953 4,241

Notes: (1) Figures set out in the “As Adjusted” column are taken from the pro forma consolidated statement of financial position of the Group as of December 31, 2020, as set out in “10.7 Pro Forma Consolidated Statement of Financial Position of the Group as of December 31, 2020.” (2) Cash corresponds to cash and cash equivalents in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information, respectively, and includes cash equivalents. (3) Other current financial assets comprises receivables related to the Group’s cash management activities due from subsidiaries of Vodafone Group Plc as shown in note 8, related party transactions, of the Unaudited Three-Month Condensed Combined Interim Financial Statements. The “as adjusted” column reflects the pro forma adjustment for the EUR 288 million payment to acquire the remaining 38% of Vantage Towers Greece from Crystal Almond after an option to acquire the remaining shareholding was triggered by the Company’s publication of its “Intention to Float” announcement on February 24, 2021. The acquisition is expected to complete seven calendar days after the Admission. (4) Current financial debt (including debt instruments, but excluding current portion of non-current financial debt) corresponds to the sum of current lease liabilities, current payables due to related parties and overdrafts, each as set out in the Unaudited Three- Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information, respectively. (5) Non-current financial debt (excluding current portion and debt instruments) corresponds to the sum of non-current lease liabilities and non-current payables due to related parties in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information, respectively. (6) Non-current trade and other payables corresponds to non-current trade and other payables in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information, respectively.

9.3 Indirect and Contingent Indebtedness As of December 31, 2020, the Group did not have any indirect and contingent indebtedness or other financial obligations.

9.4 Statement on Working Capital In the Company’s opinion, its working capital is sufficient to meet its present requirements over at least the next twelve months from the date of this Prospectus.

9.5 No Significant Change Between December 31, 2020 and the date of this Prospectus, CTHC acquired Vodafone UK’s 50% shareholding in Cornerstone on January 14, 2021 and the Vantage Towers Greece Call Option was triggered by the publication of the “Intention to Float” announcement in respect of Vantage Towers AG on February 24, 2021, meaning that CTHC is expected to acquire the remaining 38% of Vantage Towers Greece for consideration of EUR 288 million and any adjustment required as a result of the standard closing mechanism seven calendar days after Admission.

58 Since December 31, 2020 and the date of this Prospectus, other than the events listed above there has been no significant change in the financial position or financial performance of the Group. For information on current trading and management’s view on future trends, see “27.1 Recent Developments” and “27.2 Outlook,” respectively.

59 10 UNAUDITED PRO FORMA FINANCIAL INFORMATION 10.1 Introduction Vodafone Group Plc (together with its consolidated subsidiaries, “Vodafone” or the “Vodafone Group”) was required to separate certain of its European tower infrastructure assets (both legally and operationally) into a new standalone tower infrastructure operator in order to create Vantage Towers (as defined below). Prior to January 14, 2021, Vodafone Europe BV (“VEBV”), an indirect 100% subsidiary of Vodafone Group Plc, held all of the share capital of Central Tower Holding Company BV (“CTHC”), Vantage Towers Limited (formerly Vodafone Towers Ireland Limited) (“Vantage Towers Ireland”), Vodafone Towers Portugal, SA (“Vantage Towers Portugal”), Vantage Towers sro (formerly Vodafone Towers Czech Republic 1 sro) (“Vantage Towers Czech Republic”), Vantage Towers Zrt (formerly Vodafone Magyarország Toronyvállalat Zrt) (“Vantage Towers Hungary”), and Vantage Towers, SL (formerly Vodafone Towers Spain, SL) (“Vantage Towers Spain”). VEBV held 99.99% of all shares in Vantage Towers SRL (formerly Vodafone Towers Romania SRL) (“Vantage Towers Romania”), 33.2% of the outstanding share capital in Infrastrutture Wireless Italiane SpA (“INWIT”) and 62% of the outstanding share capital in Vantage Towers SA (“Vantage Towers Greece”). Vodafone Limited (“Vodafone UK”) held 50% of the outstanding share capital in Cornerstone Telecommunications Infrastructure Limited (“Cornerstone”). In order to establish Vantage Towers, VEBV contributed all of its shares in Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czech Republic, Vantage Towers Hungary, Vantage Towers Spain, Vantage Towers Romania and INWIT to CTHC. Subsequently, the Company acquired CTHC, following which CTHC acquired VEBV’s 62% shareholding in Vantage Towers Greece and Vodafone UK’s 50% shareholding in Cornerstone. The process by which Vantage Towers was established is referred to as, the “Reorganization.” The Reorganization had a significant impact on the net assets, financial position and results of operations of the Company and will substantially affect the results of operations going forward. Therefore, the Company prepared the following Unaudited Pro Forma Financial Information consisting of: • a pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020; • a pro forma consolidated income statement of the Group for the nine months ended December 31, 2020; and • a pro forma consolidated statement of financial position of the Group as of December 31, 2020, each as accompanied by the related pro forma notes thereto (together, the “Unaudited Pro Forma Financial Information”). The purpose of the Unaudited Pro Forma Financial Information is to illustrate the material effects that the Reorganization would have had (i) on the unaudited selected financial information of the Towers Business and the unconsolidated income statement of Vantage Towers AG for the twelve months ended March 31, 2020 as if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020, as well as (ii) on the combined financial information of the Group as of and for the nine months ended December 31, 2020 as if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statement of the Group for the nine months ended December 31, 2020, or on December 31, 2020 for purposes of the pro forma consolidated statement of financial position of the Group as of December 31, 2020. The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and does not purport to be indicative of the results and financial position of the Company, its consolidated subsidiaries and its equity accounted investments in INWIT and Cornerstone (the “Group” or “Vantage Towers”) that would actually have been reported if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020 and for purposes of the pro forma consolidated income statement of the Group for the nine months ended December 31, 2020, or on December 31, 2020 for purposes of the pro forma consolidated statement of financial position of the Group as of December 31, 2020. The Unaudited Pro Forma Financial Information is based on factually supportable pro forma adjustments described in the accompanying notes, which the Group considers reasonable. It does not include incremental revenues or costs that are not directly related to the Reorganization, the Offering or associated financing arrangements and does not reflect the results of any future initiatives. Future results of operations may differ materially from those presented in the Unaudited Pro Forma Financial Information. As a result, it may not give a true picture of the Group’s financial position or results nor is it indicative of the results that may, or may not, be expected to be achieved in the future.

60 The Unaudited Pro Forma Financial Information is only meaningful when read in conjunction with, and therefore should only be read in conjunction with, the audited unconsolidated financial statements of Vantage Towers AG for the twelve months ended March 31, 2020, prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”), the audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020, prepared in accordance with IFRS on interim financial reporting (“IAS 34”) and the unaudited condensed combined interim financial statements of the Group as of and for the three months ended December 31, 2020, prepared in accordance with IAS 34, each included in “25 Financial Information” of this prospectus (this “Prospectus”). The Unaudited Pro Forma Financial Information is presented in euros (“EUR”).

10.2 Historical Financial Information Included in the Unaudited Pro Forma Financial Information The Unaudited Pro Forma Financial Information for the twelve months ended March 31, 2020 set forth in “10.5 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 31, 2020” was prepared on the basis of the following historical financial information: • audited unconsolidated financial statements of Vantage Towers AG for the twelve months ended March 31, 2020 prepared in accordance with IFRS, as included elsewhere in this Prospectus. These audited financial statements show the unconsolidated accounts of Vantage Towers AG which was incorporated on February 18, 2019 and undertook limited trading for the period from April 1, 2019 to March 31, 2020; and • the unaudited selected financial information of the business carried out by Vodafone’s European tower infrastructure assets in Germany, Spain, Portugal, Romania, the Czech Republic, Hungary and Ireland (the “Towers Business”) for the twelve months ended March 31, 2020, which reflects the historical financial information directly attributable to the Towers Business as derived from the existing accounting records of Vodafone. The information regarding the income statement includes directly attributable expenses of the Towers Business (e.g., other operating expenses and depreciation and amortization) as well as revenues with third parties (not including intercompany revenues with Vodafone). The Unaudited Pro Forma Financial Information as of and for the nine months ended December 31, 2020 set out in “10.6 Pro Forma Consolidated Income Statement for the Nine Months Ended December 31, 2020” below was prepared on the basis of the following historical financial information: • The audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 prepared in accordance with IAS 34 and as included in “25 Financial Information.” The following entities within the Vantage Towers business have been included within the condensed combined interim financial statements from the effective date of their demerger from the respective Vodafone operating companies: • Vantage Towers Spain—March 18, 2020; • Vantage Towers Germany—May 25, 2020; • Vantage Towers Ireland—June 1, 2020; • Vantage Towers Portugal—July 16, 2020; and • Vantage Towers Czech Republic—September 1, 2020. • For the avoidance of doubt, Vantage Towers Hungary, Vantage Towers Romania, Vantage Towers Greece, and the investments in INWIT and Cornerstone have not been included within these condensed combined interim financial statements, as these businesses had not been demerged from the respective Vodafone operating entities or legally incorporated or, in the case of INWIT and Cornerstone, acquired, on September 30, 2020. • The unaudited condensed combined interim financial statements of the Group as of and for the three months ended December 31, 2020 (the “Unaudited Three-Month Condensed Combined Interim Financial Statements”), prepared in accordance with IAS 34 and as included elsewhere in “25 Financial Information.” The following entities within the Vantage Towers business have been included within these condensed combined interim financial statements as of and for the three months ended December 31, 2020, in addition to those included within the audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020,

61 from the effective date of their demerger from the respective Vodafone operating companies or, in the case of the 33.2% shareholding in INWIT, from the date of its contribution: • Vantage Towers Hungary—November 1, 2020; • Vantage Towers Romania—November 13, 2020; • Vodafone Greece Towers SA (“Vodafone Greek TowerCo”)—November 17, 2020 (followed by the Group’s acquisition of 62% of Vantage Towers Greece on December 22, 2020, which contained the shares of both Vodafone Greek TowerCo and Crystal Almond Towers Single Member SA (“Wind Hellas Greek TowerCo”), respectively); and • the Group’s 33.2% investment in INWIT—November 19, 2020. CTHC, the intermediate holding company that the Company acquired on December 17, 2020, has been included in the Unaudited Three-Month Condensed Combined Interim Financial Statements from that date. • For the avoidance of doubt, the investment in Cornerstone has not been included in the Unaudited Three-Month Condensed Combined Interim Financial Statements, as this business had not been acquired on December 31, 2020. • The unaudited selected financial information of the Towers Business until the date of each businesses’ legal separation from Vodafone, which reflects the historical financial information directly attributable to the Towers Business as derived from the existing accounting records of Vodafone. The information regarding the income statement includes directly attributable expenses of the Towers Business (e.g., other operating expenses and depreciation and amortization) as well as revenues with third parties (not including intercompany revenues with Vodafone). The Unaudited Pro Forma Financial Information includes direct costs relating to the Reorganization and the Offering for which the Group is responsible; however, it does not reflect the one-off costs relating to the Reorganization because such one-off costs are borne by Vodafone.

10.3 Basis of Preparation The Unaudited Pro Forma Financial Information was prepared on the basis of the IDW Accounting Practice Statement: Preparation of Pro Forma Financial Information (IDW AcPS AAB 1.004) (IDW Rechnungslegungshinweis: Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1.004)), as published by the Institut der Wirtschaftsprüfer in Deutschland e. V. (Institute of Public Auditors in Germany) (IDW). The Unaudited Pro Forma Financial Information has been prepared consistently in all material aspects on the basis of IFRS and the accounting policies of Vantage Towers, as described in the notes to the audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 and the unaudited condensed combined interim financial statements of the Group as of and for the three months ended December 31, 2020, unless otherwise stated. The pro forma assumptions and pro forma adjustments based on such assumptions have been prepared as described in this section. The pro forma adjustments made for the purposes of the Unaudited Pro Forma Financial Information are based on the information available at the time of the preparation of the Unaudited Pro Forma Financial Information and on preliminary estimates as well as on certain pro forma assumptions, which are described in the accompanying pro forma notes and which Vantage Towers considers to be reasonable. The pro forma adjustments are directly attributable to the Reorganization, including transaction-related costs and the related financing, determinable and factually supportable. The Unaudited Pro Forma Financial Information contains neither potential synergies, cost savings, normalization of any restructuring nor additional future expenses or any future effects that could result from the Reorganization. The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only. Given its nature, the Unaudited Pro Forma Financial Information merely describes a hypothetical situation and is based on assumptions, and it therefore does not represent the actual net assets, financial position and results of operations of the Group. It is also not intended to forecast the net assets, financial position and results of operations of the Group on any future date. The Unaudited Pro Forma Financial Information is only meaningful in conjunction with the audited unconsolidated financial statements of Vantage Towers AG for the twelve months ended March 31, 2020, prepared in accordance with IFRS, the unaudited selected financial information of the Towers Business for the twelve months ended March 31, 2020, the audited condensed

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

10.4 Pro Forma Assumptions 10.4.1 Date of Transaction For the purposes of the pro forma consolidated income statements of the Group, closing of the Reorganization is assumed to have occurred as of April 1, 2019, and for purposes of the pro forma consolidated statement of financial position of the Group, it is assumed that closing of the Reorganization occurred as of December 31, 2020.

10.4.2 Vodafone Contracts Due to the Reorganization, each local Vantage Towers operating company entered into commercial service agreements with a corresponding local Vodafone operating company (“Vodafone Operator”) (the “Vodafone Contracts”), being master services agreements entered into between members of the Vodafone Group and members of the Group in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland (the “Vodafone MSAs”), transitional services agreements in Germany, Spain, Portugal, Romania, Hungary and Ireland (the “Transitional Services Agreements”), and long-term services agreements in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland (the “Long-Term Services Agreements”). In Greece, both long-term services and certain transitional services are provided under the Long-Term Services Agreements. Each local Vantage Towers operating company also entered into support agreements with Vodafone in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland (the “Support Agreements”). For the purposes of the pro forma adjustments outlined below, it is assumed that for the pro forma consolidated income statements of the Group all agreements were in place at April 1, 2019, and their duration was two years, at least, unless stated otherwise. For the purpose of the pro forma adjustments outlined below it is assumed that for the pro forma consolidated statement of financial position of the Group an effective date of December 31, 2020 is used for each relevant agreement.

10.4.2.1 Master Services Agreement Under the terms of each Vodafone MSA, the Group receives captive tenant rental income from Vodafone for the use of Passive Infrastructure and the provision of ancillary services. Energy revenue is also recognized by the Group for Sites (being the infrastructure (“Passive Infrastructure”) on which customer equipment used to receive and transmit mobile networks signals (“Active Equipment”) is mounted, as well as its physical location (“Sites”)) with energy provision, where relevant, being split into active and passive energy components: • Active Energy—consumption based on estimated or metered usage of Vodafone Active Equipment. Active Energy costs are passed through to the Group’s customers with no margin, related revenue is presented net of energy costs. • Passive Energy—fixed fee by Site type. Passive Energy is presented on a gross basis.

10.4.2.2 Long-Term Services Agreements Under the terms of the Long-Term Services Agreements, Vodafone provides certain maintenance and functional support services to the Group. These may include certain local HR services; administrative office premises and facilities management; local IT hardware and infrastructure, systems and support; vendor management for third party maintenance services; and the pass-through of field maintenance services from third-party providers. The activities and services provided pursuant to each Long-Term Services Agreement are presently not provided for within the functional capabilities of the respective local Vantage Towers operating company and therefore these agreements will have a continuing impact on the Group’s income statement for the duration of the Long-Term Services Agreement.

10.4.2.3 Support Agreements Under the terms of the Support Agreements, Vodafone Group Services Limited (“VGSL”) supplies various central, group-wide support functions to each Group company. This support includes: (i) HR services;

63 (ii) finance services; (iii) technology and IT services; and (iv) other group support function services and includes Vodafone shared services where relevant. VGSL also facilitates the charging of certain insurance premiums outside of the Support Agreement mechanism. The cost of services provided pursuant to the Support Agreements are charged at cost plus a mark-up. It should be noted that they are separate and distinct from the transaction-related costs.

10.4.2.4 Transitional Services Agreements Under the terms of each Transitional Services Agreement, a corresponding Vodafone Operator has contracted to provide certain administrative services and resources to the respective local Vantage Towers operating company during a transitional period while such services and capabilities are established by, and/or migrated to, the Group. Each Transitional Services Agreement entered into governs the provision of staffing and resources principally in relation to finance, HR, infrastructure operations, IT and legal functions during the transitional period. The pro forma adjustments made for the Transitional Services Agreements are not material to the Group. Upon their expiration or termination, the Transitional Services Agreements will be replaced by internal processes or third-party services.

10.4.3 Contractual Arrangements with Wind Hellas and Victus Additional contractual arrangements have been entered into in Greece with Wind Hellas Telecommunications SA (“Wind Hellas”) and Victus Networks SA (“Victus”), being the master services agreement with Wind Hellas and services agreements with Wind Hellas and Victus. The master services agreement with Wind Hellas is the same in nature as the Vodafone MSA described in “10.4.2.1 Master Services Agreement”, the Group receives captive tenant rental income from Wind Hellas for use of Passive Infrastructure and the provision of ancillary services. Passive energy revenue is also recognized by the Group for Sites in line with passive energy described in “10.4.2.1 Master Services Agreement”. Under the terms of the services agreements, Victus and Wind Hellas will provide certain maintenance and functional support services to the Group.

10.4.4 Transaction-Related Effects on Costs The Group employed 421 full time employees, for the purposes of this pro forma adjustment the cost of these employees has been included from April 1, 2019. Other general and administrative costs and head office costs that have been identified in the organizational design have been included where factually supportable.

10.4.5 Other MNOs Due to the Reorganization, certain contracts are renegotiated or compensation mechanisms are agreed in relation to arrangements with mobile network operators (“MNOs”) other than Vodafone to uplift rates such that the Group is made whole for the provision of tower hosting services.

10.4.6 Joint Ventures and Equity Investments As a result of the Reorganization, the results of INWIT are reflected in the unaudited condensed combined interim financial statements of the Group as of and for the three months ended December 31, 2020, prepared in accordance with IAS 34 and as included in “25 Financial Information,” from November 19, 2020 to December 31, 2020. The results of Cornerstone are not reflected in such financial statements. For the pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020, the adjustment for INWIT comprises the net share of profits for the period from January 1, 2019 to December 31, 2019 and for Cornerstone for the period from April 1, 2019 to March 31, 2020. For the pro forma consolidated income statement of the Group for the nine months ended December 31, 2020, this adjustment comprises the net share of profits for the period from April 1, 2020 to November 18, 2020 for INWIT and from April 1, 2020 to December 31, 2020 for Cornerstone. For the pro forma consolidated statement of financial position of the Group as of December 31, 2020 the adjustment comprises the net investment of Cornerstone.

64 The shareholdings in INWIT and Cornerstone are presented on a basis consistent with the accounting policies adopted by the Group following the Reorganization, presenting the shareholdings under the equity method of accounting as per IAS 28 Investments in associates and joint ventures.

10.4.7 Greece As part of the Reorganization, Vodafone-Panafon Hellenic Telecommunications Company SA (“Vodafone Greece”) transferred its Passive Infrastructure business to Vodafone Greece Towers SA (“Vodafone Greek TowerCo”) and Wind Hellas transferred its Passive Infrastructure business to Crystal Almond Towers Single Member SA (“Wind Hellas Greek TowerCo”). After Vantage Towers Greece was incorporated, VEBV and Crystal Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo, respectively, to Vantage Towers Greece. For the purpose of the pro forma consolidated income statements of the Group, the historical financial information directly attributable to the Passive Infrastructure assets of Vodafone Greece and Wind Hellas is brought into the results as a pro forma adjustment. The adjustment reflects the historical results directly attributable to the tower infrastructure assets as if under common control from April 1, 2019 as well as the acquisition of 100% of the shares of Wind Hellas as if it closed on April 1, 2019. Vodafone Greece and Wind Hellas each own 50% of Victus, a joint venture to share radio-access network (“RAN”) infrastructure. As part of the Reorganization, Victus will transfer its Passive Infrastructure business to Vantage Towers Greece. For the purpose of the pro forma consolidated income statements of the Group, the historical financial information directly attributable to the tower infrastructure assets of Victus has been treated as under control from April 1, 2019. The information regarding the income statement includes directly attributable expenses of the historical financial information to the tower infrastructure (e.g., other operating expenses and depreciation and amortization) as well as revenues with third parties (not including intercompany revenues with Vodafone and recharges between Wind Hellas and Vodafone).

10.4.8 Ground Lease Liability As the Group has entered into the Vodafone MSAs, each with an initial term of eight years, it is considered reasonably certain that renewal clauses, which are unilaterally enforceable by the Group, will be exercised to ensure that the tower assets are available for the duration of the terms of the Vodafone MSAs. A pro forma adjustment has been calculated in order to quantify the impact of the reassessment on the IFRS 16 lease liability, right of use asset and associated depreciation and interest. The adjustment was based upon the lease term reassessment on the respective effective dates of the Vodafone MSAs and reflected retrospectively from April 1, 2020 for the purposes of the preparation of the pro forma consolidated income statement of the Group for the nine months ended December 31, 2020 only, as recording the adjustment retrospectively to April 1, 2019 could not be calculated on a basis that was factually supportable and comparable.

10.4.9 Extension of the Useful Economic Lives of Tower Assets The useful economic lives of the tower assets were re-estimated as at April 1, 2020 to reflect the period of time that the towers are expected to operate. On average the lives of the towers were extended between 10 to 15 years. For the purposes of the pro forma, the effect of extending the useful economic lives of the towers has been calculated from April 1, 2020 and recorded retrospectively to April 1, 2019.

10.4.10 Transaction—Related Financing This adjustment to net finance (costs)/income reflects the cost of a facility with Vodafone Investments entered into on November 20, 2020 (the “Vodafone Investments Facility”). For the purposes of the Unaudited Pro Forma Financial Information, the Group has assumed that the borrowings under the Vodafone Investments Facility would have remained unchanged during the nine months ended December 31, 2020 and the twelve months ended March 31, 2020. The pro forma consolidated income statement of the Group interest expense has been adjusted as follows based on the abovementioned Vodafone Investments Facility. Interest expense has been calculated using an effective interest rate of 0.74%. This interest will have a continuing impact on the Group’s income statement until the borrowings under the Vodafone Investments Facility have been repaid in full.

65 10.4.11 Non-Recurring Expenses Arising from the Reorganization Non-recurring expenses arising from the Reorganization to the extent not borne or reimbursed by Vodafone are assumed to be borne by the Group as of March 31, 2019.

10.5 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 31, 2020 The table below sets forth the pro forma consolidated income statement of the Group for the twelve months ended March 31, 2020.

Twelve months ended March 31, 2020 Unconsolidated Selected income Towers Total Pro forma statement of Business historical Total Pro consolidated Vantage Financial financial pro forma forma income Towers AG Information(1) information adjustments notes statement (audited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... — 95 95 850 (a),(b) 945 Maintenance costs ...... — (33) (33) (2) (a),(e) (35) Staff costs ...... — — — (38) (a),(c) (38) (a),( Other operating expenses . . — (139) (139) 81 c),(e) (58) Depreciation on lease- related right of use assets . — (202) (202) (59) (c),(e) (261) Depreciation on other property, plant and equipment ...... — (102) (102) (3) (e),(f) (105) Operating profit/(loss) . . . — (381) (381) 829 448 Share of results of equity accounted joint ventures . . — — — 15 (d) 15 Interest on lease liabilities . — (22) (22) (8) (e) (30) Other finance costs ...... — — — (16) (g) (16) Other expenses ...... — — — — — Profit/(loss) before tax . . . — (403) (403) 821 417 Income tax expense . . . . . — — — (103) (h) (103) Profit/(loss) for the period — (403) (403) 718 314

Note: (1) Towers Business refers to the business carried out by Vodafone’s European tower infrastructure assets in Germany, Spain, Portugal, the Czech Republic, Romania, Hungary and Ireland prior to their separation into Vantage Towers. 10.5.1 Selected Towers Business Financial Information The “Selected Towers Business Financial Information” column represents the historical operating results with third parties in the countries in which the Group operates. The following table sets forth the breakdown of

66 the historical results for the countries in which the Towers Business operated for the twelve months ended March 31, 2020:

Twelve months ended March 31, 2020 Other European Germany Spain Greece(2) Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue(1) ...... 57 22 — 16 95 Maintenance costs ...... (23) (6) — (4) (33) Staff costs ...... — — — — — Other operating expenses ...... (81) (22) — (36) (139) Depreciation on lease-related right of use assets ...... (87) (60) — (55) (202) Depreciation on other property, plant and equipment ...... (57) (12) — (33) (102) Operating profit/(loss) ...... (191) (78) — (112) (381) Share of results of equity accounted joint ventures ...... — — — — — Interest on lease liabilities ...... (11) (5) — (6) (22) Other finance costs ...... — — — — — Other income/(expense) ...... — — — — — Profit/(loss) before tax ...... (202) (83) — (118) (403) Income tax expense ...... — — — — — Profit/(loss) for the period ...... (202) (83) — (118) (403)

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

Selected Towers Business Financial Information for the twelve months ended March 31, 2020(a) (unaudited) (EUR millions) Macro Site revenue ...... 95 Other rental revenue ...... 0 Recharged capital expenditure revenue ...... — Energy and other revenue ...... — Revenue ...... 95

Note: (a) All revenue related to the Selected Towers Business Financial Information for the twelve months ended March 31, 2020 is from customers other than Vodafone. (2) The historical financial information of Vantage Towers Greece is not included in the Selected Towers Business Financial Information. The historical financial information directly attributable to the Passive Infrastructure assets of Vodafone Greece and Wind Hellas is brought into the results as a pro forma adjustment.

67 10.5.2 Pro Forma Adjustments The pro forma adjustments (column “Total pro forma adjustments”) have been made to the Group’s historical operating performance for the twelve months ended March 31, 2020 to show the effects of the agreements with Vodafone, including the Vodafone MSAs and the Long-Term Services Agreements, in each operating country, and other adjustments described in section “10.4 Pro Forma Assumptions.”

Twelve months ended March 31, 2020 Pro forma Other Pro forma Pro forma Pro forma European Total pro Germany Spain Greece Markets forma Pro forma adjustments adjustments adjustments adjustments adjustments notes (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 405 137 126 182 850 (a), (b) Maintenance costs . . . (1) (0) (2) 1 (2) (a), (e) Staff costs ...... (22) (5) (4) (7) (38) (a), (c) Other operating expenses ...... 56 13 (7) 20 81 (a), (c), (e) Depreciation on lease- related right of use assets ...... (3) (3) (52) (1) (59) (c), (e) Depreciation on other property, plant and equipment ...... 2 2 (9) 2 (3) (e), (f) Operating profit . . . 437 144 52 197 829 Share of results of equity accounted joint ventures(1) ...... — — — — 15 (d) Interest on lease liabilities ...... — — (8) — (8) (e) Other finance costs(2) . — — — — (16) (g) Other income/ (expense) ...... — — — — — Profit before tax . . . 437 144 44 197 821 Income tax (expense)/ credit ...... (64) (15) (9) (15) (103) (h) Profit for the period 373 129 35 182 718

Notes: (1) Share of results of equity accounted joint ventures of EUR 15 million, described at “10.5.1(d) Selected Towers Business Financial Information”, has not been allocated to a segment and has only been considered in the consolidated total. (2) Other finance costs of EUR 16 million, described at “10.5.1(g) Selected Towers Business Financial Information”, has not been allocated to a segment and has only been considered in the consolidated total.

(a) Recognition of revenue and costs arising from the Vodafone Contracts, contractual arrangements with Wind Hellas and Victus. The following table sets forth the breakdown of the pro forma adjustments in revenue and costs:

Twelve months ended March 31, 2020 (unaudited) (EUR millions) Revenue from MSAs ...... 847 Maintenance costs ...... (1) Staff costs ...... 1 Other operating expenses(1) ...... 102

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

68 The pro forma adjustments to revenue set out above are broken down by service in the following table:

Twelve months ended March 31, 2020 (unaudited) (EUR millions) Macro Site revenue(1) ...... 740 Other rental revenue(2) ...... 29 Energy and other revenue(3) ...... 20 Recharged capital expenditure revenue(4) ...... — Revenue from Vodafone MSAs ...... 789 Macro Site revenue ...... 52 Other rental revenue ...... 4 Energy and other revenue ...... 2 Recharged capital expenditure revenue ...... — Revenue from Wind Hellas MSA ...... 58 Total revenue from MSAs ...... 847

Notes: (1) Macro Site (being the physical infrastructure, either ground-based or located on the top of a building, where communications equipment is placed to create a cell in a mobile network (“Macro Site”)) revenue represents revenue earned from renting space and providing services to customers on Macro Sites. (2) Other rental revenue represents revenue earned from renting space and providing services to tenants on Micro Sites (being distributed antenna systems Sites, repeater Sites and Small Cell Sites (“Micro Sites”)). (3) Energy and other revenue represents revenue earned from Passive Energy service charges and a de minimis amount of licensing revenue in Greece. (4) Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites. (b) Recognition of rental revenue arising from the agreement of contracts with MNOs other than Vodafone and Wind Hellas amounted to EUR 3 million, all of which relates to Macro Sites. (c) Recognition of staff costs arising from the Reorganization amounts to EUR 39 million. Other operating expenses arising from the Reorganization amounted to EUR 18 million. EUR 8 million related to increased depreciation on other property, plant and equipment as a result of the Reorganization. (d) This adjustment comprises the Group’s share of results of equity accounted joint ventures, INWIT and Cornerstone, as follows: i. for INWIT, the Group’s share of results is calculated by multiplying the Group’s 33.2% equity interest to the pro forma net profit of INWIT for the period from January 1, 2019 to December 31, 2019 and adjusted to reflect purchase price allocation adjustments in accordance with IFRS 3 Business Combinations; and ii. for Cornerstone, the Group’s share of results is calculated by multiplying the Group’s 50% equity interest to the pro forma net profit of Cornerstone for the period from April 1, 2019 to March 31, 2020.

INWIT A 37.5% shareholding in INWIT was part of the consideration of the merger of Vodafone’s Passive Infrastructure in Italy with INWIT, which closed at the end of March 2020. This shareholding was subsequently sold down by Vodafone to the current 33.2%. Since the underlying assumption of this Unaudited Pro Forma Financial Information is that the contribution of the INWIT shareholding from Vodafone had taken place at April 1, 2019, the first step is to prepare a pro forma financial information of INWIT assuming that the merger of Vodafone’s Passive Infrastructure in Italy with INWIT had taken place as of April 1, 2019. INWIT prepared a prospectus dated June 10, 2020 covering the admission of INWIT shares to trading. The pro forma consolidated income statement in the INWIT prospectus represents INWIT’s financial performance for the twelve months ended December 31, 2019 combined with the Vodafone Towers Italy carve

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

INWIT pro forma twelve months ended December 31, 2019(1) (unaudited) (EUR millions) Revenue ...... 745 Operating expenses ...... (63) Operating profit or loss before amortization, depreciation, capital gains/(losses) and reversals/(write-downs) of non-current assets (EBITDA) ...... 682 Amortization, depreciation, capital gains/(losses) on disposals and write-downs of non- current assets ...... (251) Operating profit (EBIT) ...... 431 Finance expense ...... (90) Finance income ...... 1 Profit before taxation ...... 342 Income tax ...... (127) Profit for the period ...... 215

Note: (1) INWIT’s pro forma income statement for the twelve months ended December 31, 2019 has been extracted from the pro forma income statement in the INWIT prospectus for the merger of Vodafone Towers Italy into INWIT dated June 10, 2020. Following the merger and the acquisition of shares in INWIT, as of April 1, 2020 a purchase price allocation exercise was performed in accordance with IFRS 3 which resulted in, inter alia, an increase in property, plant and equipment and intangible asset values and a corresponding increase in depreciation and amortization charges (EUR 229 million) and a decrease in finance expense (EUR 4 million). Based on the table above, these effects from the Purchase Price Allocation (“PPA”) and the associated tax effect are included as a further pro forma adjustment and, therefore, the Group’s pro forma share of INWIT profits for the period from April 1, 2019 to March 31, 2020 is calculated as follows:

INWIT pro forma twelve months ended December 31, 2019 (adjusted for PPA)(1) (unaudited) (EUR millions) Revenue ...... 745 Operating expenses ...... (63) Operating profit or loss before amortization, depreciation, capital gains/(losses) and reversals/(write-downs) of non-current assets (EBITDA) ...... 682 Amortization, depreciation, capital gains/(losses) on disposals and write-downs of non- current assets ...... (480) Operating profit (EBIT) ...... 202 Finance expense ...... (86) Finance income ...... 1 Profit before tax ...... 117 Income taxes ...... (71) Profit for the period ...... 45 Share of net income (33.2% ownership interest) ...... 15

Note: (1) Due to the three-month difference between the balance sheet dates of the Group and INWIT, the financial data in the table above are used as a basis for the preparation of Group’s pro forma share of INWIT net profit for the period from April 1, 2019 to March 31, 2020.

70 Cornerstone The Group’s pro forma share of Cornerstone’s profits is calculated as follows:

Total Cornerstone pro forma twelve months ended March 31, 2020 (unaudited) (EUR millions)(1) Revenue(2) ...... 388 Operating expenses ...... (119) Restructuring costs ...... (2) Depreciation on lease-related right of use assets ...... (126) Depreciation on other property, plant and equipment ...... (114) Operating profit ...... 28 Interest on lease liabilities ...... (14) Interest on subleases ...... 9 Gain on derecognition of leases ...... 4 Finance costs ...... (7) Profit before taxation ...... 20 Current tax ...... (4) Deferred tax ...... (17) Net profit ...... (1) Share of net income ...... (0)

Notes: (1) The Cornerstone financial information has been converted from GBP to EUR using an average ratio for the twelve months ended March 31, 2020 of 0.8940 GBP/EUR. (2) Revenue includes pass through revenue consisting of recovery of business rates passed through to the tenants of EUR 75 million. The historical financial information used as the basis for the pro forma financial information for the twelve months ended March 31, 2020 presented above has been extracted from the Cornerstone annual report for the twelve months ended March 31, 2020. Pro forma adjustments have been made to present the material effects of the MSAs between Cornerstone and Vodafone UK and Cornerstone and Telefónica UK Limited (“Telefónica UK”) as if they were in place for the twelve months ended March 31, 2020. These adjustments reflect the revenue from the anchor tenants based on the terms of the MSAs that are in place, including the anchor tenant rental income from Vodafone UK and Telefónica UK. A further pro forma adjustment has been made to reflect the impact of the refinancing of the shareholder’s loan from a settlement agreement dated January 7, 2021 between Cornerstone, Telefónica UK and Vodafone UK (the “Settlement Agreement”) on finance costs.

71 (e) Recognition of Vodafone Greece, Wind Hellas and Victus historical financial information directly attributable to the tower infrastructure assets:

Pro forma Twelve Twelve Twelve twelve months months months months ended ended ended ended March 31, December 31, December March 31, 2020 2019 31, 2019 2020 Total Greece Vodafone Wind Hellas historical Greek Greek Elimination Victus lease financial TowerCo TowerCo of recharges contracts information (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 5 4 (9) — — Maintenance costs ...... (1) (1) — — (2) Staff costs ...... — — — — — Other operating expenses . . . . — (4) — — (4) Depreciation on lease-related right of use assets ...... (25) (19) — (5) (49) Depreciation on other property, plant and equipment ...... (8) (4) — — (12) Operating profit/(loss) ...... (29) (24) (9) (5) (67) Share of results of equity accounted joint ventures . . . . . — — — — — Interest on lease liabilities . . . . (2) (5) — (1) (8) Other finance costs ...... — — — — — Other expenses ...... — — — — — Profit/(loss) before tax . . . . . (31) (29) (9) (6) (75) Income tax (expense)/credit . . . — — — — — Profit/(loss) for the period . . . (31) (29) (9) (6) (75)

(f) Recognition of the increase in the useful economic life of the tower assets amounting to a EUR 9 million decrease in depreciation on other property, plant and equipment. (g) Recognition of finance arrangements to finance the transaction described above, amounting to an increase of finance costs of EUR 16 million, applying the effective interest rate of 0.74% on gross debt of EUR 2,290 million. (h) Recognition of tax effects on the adjustments described above, amounting to an increase of income taxes of EUR 103 million, applying the effective tax rate of 26% for the Group.

72 10.6 Pro Forma Consolidated Income Statement of the Group for the Nine Months Ended December 31, 2020 The table below sets forth the pro forma consolidated income statement of the Group for the nine months ended December 31, 2020.

Total Condensed Condensed condensed combined combined combined Towers Total Pro forma interim interim interim Business historical consolidated income income income financial financial income statement statement statement information information statement for the for the three for the nine for the nine for the nine for the nine six months months months months months months ended ended ended ended ended Total ended September 30, December 31, December 31, December 31, December 31, pro forma Pro forma December 31, 2020 2020 2020 2020 2020 adjustments notes 2020 (audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 265 211 476 14 490 235 (a),(b) 725 Maintenance costs ...... (10) (10) (21) (4) (25) (3) (a),(c),(e) (28) Staff costs ...... (6) (6) (12) — (12) (17) (a),(c), (29) Other operating expenses . . . . (18) (15) (33) (27) (60) 12 (a),(c),(e) (48) Depreciation on lease-related right of use assets ...... (61) (50) (110) (34) (144) (39) (e),(g) (183) Depreciation on other property, plant and equipment ...... (29) (22) (51) (20) (71) (4) (e),(f) (75) Operating profit/(loss) . . . . . 142 108 250 (72) 178 185 363 Share of results of equity accounted joint ventures . . . . . — 2 2 — 2 1 (d) 3 Interest on lease liabilities . . . . (19) (14) (32) (3) (35) (6 ) (e),(g) (41) Other finance costs ...... (0) (3) (3) — (3) (9) (h) (12) Other expenses ...... (1) (25) (25) — (25) (0) (25) Profit/(loss) before tax . . . . . 122 69 191 (75) 117 171 288 Income tax(expense)/credit . . . (34) (19) (52) — (52) (21) (i) (74) Profit/(loss) for the period . . . 88 50 138 (75) 64 150 214

73 10.6.1 Towers Business Financial Information for the nine months ended December 31, 2020 The “Towers Business financial information for the nine months ended December 31, 2020” column represents the historical operating results of the Towers Business with third parties in the countries in which the Group operates until the date of each business’ legal separation from Vodafone. The following table sets forth the breakdown of the historical results for the countries in which the Towers Business operated for the nine months ended December 31, 2020.

Nine months ended December 31, 2020 Other European Germany Spain Greece Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 9 — — 5 14 Maintenance costs ...... (3) — — (2) (4) Staff costs ...... — — — — — Other operating expenses ...... (12) — — (15) (27) Depreciation on lease-related right of use assets ...... (14) — — (20) (34) Depreciation on other property, plant and equipment ...... (10) — — (10) (20) Operating profit/(loss) ...... (30) — — (42) (72) Share of results of equity accounted joint ventures ...... — — — — — Interest on lease liabilities ...... (0) — — (3) (3) Other finance costs ...... — — — — — Other expenses ...... — — — — — Profit/(loss) before tax ...... (30) — — (45) (75) Income tax (expense)/credit ...... — — — — — Profit/(loss) for the period ...... (30) — — (45) (75)

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

Towers Business Financial Information for the nine months ended December 31, 2020(a) (unaudited) (EUR millions) Macro Site revenue ...... 14 Other rental revenue ...... 0 Recharged capital expenditure revenue ...... — Energy and other revenue ...... — Revenue ...... 14

Note: (a) All revenue related to the Selected Towers Business Financial Information for the nine months ended December 31, 2020 is from customers other than Vodafone.

74 10.6.2 Total historical financial information for the nine months ended December 31, 2020 The “Total historical financial information for the nine months ended December 31, 2020” column represents the total of the condensed combined interim income statement for the six months ended September 30, 2020, the condensed combined interim income statement for the three months ended December 31, 2020 and the Towers Business financial information described at “10.6.1 Towers Business Financial Information for the nine months ended December 31, 2020”. The following table sets forth the breakdown of the total for the nine months ended December 31, 2020.

Germany Spain Greece Other European Markets Total Condensed Condensed Condensed Condensed Condensed Condensed Condensed Condensed combined Towers combined combined Towers combined combined Towers combined combined Towers Total combined interim Business interim interim Business interim interim Business interim interim Business historical interim income financial income income financial income income financial income income financial financial income statement information Total statement statement information Total statement statement information Total statement statement information Total information statement for the for the for the for the for the for the for the for the for the for the for the for the for the for the for the for the for the six three nine nine six three nine nine six three nine nine six three nine nine nine months months months months months months months months months months months months months months months months months ended ended ended ended ended ended ended ended ended ended ended ended ended ended ended ended ended September 30, December 31, December 31, December 31, September 30, December 31, December 31, December 31, September 30, December 31, December 31, December 31, September 30, December 31, December 31, December 31, December 31, 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 161 119 9 289 79 42 — 121 — 8 — 8 25 42 5 72 490 Maintenance costs ...... (8) (8) (3) (19) (2) (1) — (4) — (0) — (0) (0) (1) (2) (2) (25) Staff costs ...... (4) (4) — (8) (1) (1) — (2) — (0) — (0) (1) (1) — (2) (12) Other operating expenses ...... (11) (9) (12) (32) (5) (2) — (7) — (1) — (1) (2) (4) (15) (21) (60) Depreciation on lease-related right of use assets ...... (28) (23) (14) (64) (25) (13) — (38) — (2) — (2) (7) (12) (20) (39) (144)

75 Depreciation on other property, plant and equipment ...... (20) (13) (10) (43) (5) (3) — (8) — (1) — (1) (3) (5) (10) (19) (71) Operating profit/(loss) ...... 90 62 (30) 123 41 22 — 63 — 4 — 4 11 20 (42) (11) 178 Share of results of equity accounted joint ventures(1) ...... — — — — — — — — — — — — — — — — 2 Interest on lease liabilities ...... (6) (5) (0) (12) (11) (5) — (17) — (0) — (0) (1) (3) (3) (6) (35) Other finance cost(2) ...... — — — — — — — — — — — — — — — — (3) Other expenses ...... (1) (12) — (13) — (4) — (4) — (3) — (3) — (5) — (5) (25) Profit/(loss) before tax ...... 83 45 (30) 98 30 12 — 42 — 0 — 0 10 12 (45) (23) 117 Income tax (expense)/credit ...... (25) (13) — (38) (8) (3) — (11) — (0) — (0) (1) (2) — (3) (52) Profit/(loss) for the period ...... 58 32 (30) 60 22 9 — 31 — 0 — 0 9 10 (45) (26) 64

Notes:

(1) Share of results of equity accounted joint ventures of EUR 2 million has not been allocated to a segment and has only been considered in the consolidated total.

(2) Other finance costs of EUR 3 million has not been allocated to a segment and has only been considered in the consolidated total. (3) The following table sets out a breakdown of revenue by service.

Interim Interim combined combined Selected income income income Total for statement for statement for statement the nine the six months the three line items months ended months ended of the ended September 30, December 31, Towers December 31, 2020(a) 2020(b) Business(c) 2020 (audited) (unaudited) (unaudited) (unaudited) (EUR millions) Macro Site revenue ...... 257 201 14 472 Other rental revenue ...... 2 4 0 6 Energy and other revenue ...... 5 5 0 10 Recharged capital expenditure ...... 0 2 0 2 Revenue ...... 265 211 14 490

Notes:

(a) EUR 232 million of revenue in the interim combined income statement for the six months ended September 30, 2020 is related to Vodafone.

(b) EUR 187 million of revenue in the interim combined income statement for the three months ended December 31, 2020 is related to Vodafone. (c) EUR 14 million of revenue in the selected income statement line items of the Towers Business is related to customers other than Vodafone. 76 10.6.3 Pro Forma Adjustments The following pro forma adjustments (column “Total pro forma adjustments”) have been made to the aggregated income statement of Vantage Towers (column “Total income statement for the nine months ended December 31, 2020”) for the nine months ended December 31, 2020:

Nine months ended December 31, 2020 Pro forma Other Pro forma Pro forma Pro forma European Total Germany Spain Greece Markets pro forma Pro forma adjustments adjustments adjustments adjustments adjustments note (unaudited) (EUR millions) Revenue ...... 69 — 86 79 235 (a), (b) Maintenance costs . . . (1) (1) (1) (0) (3) (a), (c), (e) Staff costs ...... (8) (2) (2) (4) (17) (a), (c) Other operating expenses ...... 9 1 (6) 9 12 (a), (c), (e) Depreciation on lease- related right of use assets ...... (2) — (35) (2) (39) (e), (g) Depreciation on other property, plant and equipment ...... 2 — (7) 2 (4) (e), (f) Operating profit/(loss) 69 (2) 35 83 185 Share of results of equity accounted joint ventures(1) ...... — — — — 1 (d) Interest on lease liabilities ...... — — (6) 1 (6) (e), (g) Other interest(2) . . . . . — — — — (9) (h) Other expense ...... 0 (0) — (0) (0) Profit/(loss) before tax 68 (2) 29 84 171 Income tax (expense)/ credit ...... (9) 1 (6) (6) (21) (i) Profit/(loss) for the period ...... 59 (1) 23 78 150

Notes: (1) Share of results of equity accounted joint ventures of EUR 2 million, described at “10.6.1(d) Towers Business Financial Information for the nine months ended December 31, 2020,” has not been allocated to a segment and has only been considered in the consolidated total. (2) Other finance costs of EUR 9 million, described at “10.6.1(g) Towers Business Financial Information for the nine months ended December 31, 2020,” has not been allocated to a segment and has only been considered in the consolidated total.

(a) Recognition of revenue and costs arising from the Vodafone Contracts, contractual arrangements with Wind Hellas and Victus. The following tables set forth the breakdown of the pro forma adjustments in revenue and costs:

Nine months ended December 31, 2020 (unaudited) (EUR millions) Revenue from MSAs ...... 233 Staff costs ...... 0 Maintenance costs ...... 1 Other operating expenses(1) ...... 21

Note: (1) Other operating expenses decreased by EUR 21 million due to the recognition of active energy revenue in the Vodafone MSAs, which is recognized against energy cost.

77 The pro forma adjustments to revenue set out above are broken down by service in the following table:

Nine months ended December 31, 2020 (unaudited) (EUR millions) Macro Site revenue(1) ...... 172 Other rental revenue(2) ...... 12 Energy and other revenue(3) ...... 5 Recharged capital expenditure(4) ...... 0 Revenue from Vodafone MSAs ...... 189 Macro Site revenue ...... 39 Other rental revenue ...... 3 Energy and other revenue ...... 2 Recharged capital expenditure ...... 0 Revenue from Wind Hellas MSA ...... 44 Total revenue from MSAs ...... 233

Notes: (1) Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites. (2) Other rental revenue represents revenue earned from renting space and providing services to tenants on Micro Sites. (3) Energy and other revenue represents revenue earned from passive energy service charges and a de minimis amount of licensing revenue in Greece. (4) Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites. (b) Recognition of rental revenue arising from the agreement of contracts with MNOs other than Vodafone amounting to EUR 2 million, all of which relates to Macro Sites. (c) Recognition of staff costs arising from the Reorganization amounting to EUR 17 million and other operating expenses arising from the Reorganization amounting to EUR 4 million. Reclassification of EUR 4 million from other operating expenses to maintenance costs. (d) This adjustment comprises the share of results of equity accounted joint ventures, INWIT and Cornerstone, as follows: i. for INWIT, the Group’s share of results is calculated by multiplying the Group’s 33.2% equity interest to the pro forma net profit of INWIT for the period from January 1, 2020 to September 30, 2020 and adjusted to reflect purchase price allocation adjustments in accordance with IFRS 3 Business Combinations; and ii. for Cornerstone, the Group’s share of results is calculated by multiplying the Group’s 50% equity interest to the pro forma net profit of Cornerstone for the period from April 1, 2020 to December 31, 2020.

INWIT A 37.5% shareholding in INWIT was part of the consideration for the merger of Vodafone’s Passive Infrastructure in Italy with INWIT, which closed on March 31, 2020. This shareholding was subsequently sold down by Vodafone to the current 33.2% stake. Since the underlying assumption of this Unaudited Pro Forma Financial Information is that the contribution of the INWIT shareholding from Vodafone had taken

78 place at April 1, 2019, the first step is to prepare pro forma financial information of INWIT assuming that the merger of Vodafone’s Passive Infrastructure in Italy with INWIT had taken place as of April 1, 2019.

INWIT pro forma nine months ended September 30, 2020(1)(2)(3) (unaudited) (EUR millions) Revenue(4) ...... 561 Operating expenses(5) ...... (46) Operating profit or loss before amortization, depreciation, capital gains/(losses) and reversals/ (write-downs) of non-current assets (EBITDA)(5) ...... 515 Amortization, depreciation, capital gains/(losses) on disposals and write-downs of non-current assets(5) ...... (255) Operating profit (EBIT)(4) ...... 260 Finance expenses(6) ...... (57) Finance income ...... — Profit before tax ...... 203 Income taxes ...... (60) Profit for the period(7) ...... 136

Notes: (1) The merger of Vodafone Towers Italy into INWIT was effective March 31, 2020. INWIT’s pro forma income statement has been estimated from INWIT’s reported results for the nine months ended September 30, 2020, adjusted to reflect the combined financial performance of INWIT and Vodafone Towers Italy as if the transaction had occurred on January 1, 2019. (2) Due to the three-month difference between the balance sheet dates of the Group and INWIT, the financial data in the table above are used as a basis for the preparation of Group’s pro forma share of INWIT net profit for the period from April 1, 2020 to December 31, 2020. (3) Pro forma data for the period January 1, 2020 to March 31, 2020 are taken or derived from INWIT’s disclosures on pro forma revenue of EUR 561 million and pro forma EBIT of EUR 260 million for INWIT and Vodafone Towers Italy on a combined basis for the nine-month period from January 1, 2020 to September 30, 2020, as disclosed in INWIT’s interim report as at September 30, 2020 and historical income statement data as disclosed in INWIT’s interim reports as at March 31, 2020 and September 30, 2020. (4) Pro forma data for the period January 1, 2020 to March 31, 2020 taken from INWIT’s disclosures on pro forma revenue of EUR 561 million and pro forma EBIT of EUR 260 million for INWIT and Vodafone Towers Italy on a combined basis for the nine-month period from January 1, 2020 to September 30, 2020, as disclosed in INWIT’s interim report as at September 30, 2020. (5) Pro forma operating expenses, pro forma operating profit or loss before amortization, depreciation, capital gains/(losses) and reversals/(write-downs) of non-current assets and pro forma amortization, depreciation, capital gains/(losses) on disposals and write-downs of non-current assets for the period January 1, 2020 to March 31, 2020 have been calculated based on the ratio of INWIT’s pro forma revenue of EUR 561 million and pro forma EBIT of EUR 260 million for INWIT and Vodafone Towers Italy on a combined basis for the nine-month period from January 1, 2020 to September 30, 2020, as disclosed in INWIT’s interim report as at September 30, 2020. (6) Pro forma finance expenses for the period is calculated by subtracting finance expenses for the three-month period January 1, 2020 to March 31, 2020 from finance expenses for the nine-month period January 1, 2020 to September 30, 2020, as disclosed in INWIT’s interim reports as at March 31, 2020 and September 30, 2020 respectively divided by 2 (quarters) and multiplied by 3 (quarters). (7) Pro forma profit for the period has been calculated by applying the average net income to EBIT ratio reported for the second quarter and third quarter of 2020 to INWIT’s pro forma EBIT of EUR 260 million for INWIT and Vodafone Towers Italy on a combined basis for the nine-month period January 1, 2020 to September 30, 2020, as disclosed in INWIT’s interim report as at September 30, 2020. Following the merger and the acquisition of shares in INWIT, as of April 1, 2020, a purchase price allocation exercise was performed in accordance with IFRS 3 which resulted in, inter alia, an increase in property, plant and equipment and intangible asset values and a corresponding increase in depreciation and amortization charges (EUR 113 million) as well as an increase finance expense (EUR 41 million). Based on the table above, the resulting additional expenses from the purchase price allocation and the associated

79 tax effect are included as a further pro forma adjustment and, therefore, the Group’s pro forma share of INWIT profits is calculated as follows:

INWIT pro forma nine months ended September 30, 2020 (adjusted for PPA) (unaudited) (EUR millions) Revenue ...... 561 Operating expenses ...... (46) Operating profit or loss before amortization, depreciation, capital gains/ (losses) and reversals/(write-downs) of non-current assets (EBITDA) ...... 515 Amortization, depreciation, capital gains/(losses) on disposals and write-downs of non-current assets ...... (368) Operating profit (EBIT) ...... 147 Finance expenses ...... (98) Finance income ...... — Profit before tax ...... 49 Income taxes ...... (24) Profit for the period ...... 25 Share of net income (33.2% ownership interest) ...... 8 Share of net income recognized in the Group’s unaudited condensed combined interim income statement for the three months ended December 31, 2020(1) . . . 2 Pro forma share of net income recognized in the pro forma adjustment ...... 6

Total Cornerstone pro forma nine months ended December 31, 2020 (unaudited) (EUR millions) Revenue ...... 294 Operating expenses ...... (94) Restructuring costs ...... (1) Depreciation on lease-related right of use assets ...... (88) Depreciation on other property, plant and equipment ...... (86) Operating profit ...... 24 Interest on lease liabilities ...... (18) Interest on subleases ...... 6 Gain on derecognition of leases ...... — Finance costs ...... (5) Profit before taxation ...... 7 Current tax ...... (5) Deferred tax ...... (11) Net profit ...... (10) Share of results ...... (5)

Notes: (1) Revenue includes pass through revenue consisting of recovery of business rates passed through to the tenants of EUR 63 million. (2) The financial information has been converted from GBP to EUR using a rate of 0.9058 GBP/EUR.

80 The summary historical financial information used as the basis for the pro forma financial information for the nine months ended December 31, 2020 presented above has been extracted from Cornerstone’s accounting records. Pro forma adjustments have then been made to present the material effects of the MSAs between Cornerstone and Vodafone UK and Cornerstone and Telefónica UK as if they were in place for the nine months ended December 31, 2020. These adjustments reflect the revenue from the anchor tenants based on the terms of the MSAs that are in place, including the anchor tenant rental income from Vodafone UK and Telefónica UK. A further pro forma adjustment has been made to reflect the impact of the Settlement Agreement on finance costs. A further pro forma adjustment has been made to reflect a reassessment of Cornerstone’s lease portfolio in line with IFRS 16 arising from implementation of the MSAs as of January 1, 2021, as if such reassessment has taken place as of April 1, 2020. (e) Recognition of Vodafone Greece, Wind Hellas and Victus historical financial information directly attributable to the tower infrastructure assets has been summarized below:

Pro forma Nine months Nine months Nine months nine months ended ended ended ended December 31, September 30, September 30, December 31, 2020 2020 2020 2020 Total Greece Vodafone Wind historical Greek Hellas Elimination Victus lease financial TowerCo TowerCo of recharges contracts information (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 4 4 (8) — — Maintenance costs ...... (0) (0) — — (0) Staff costs ...... — — — — — Other operating expenses . . . . (3) (3) — — (6) Depreciation on lease-related right of use asset ...... (16) (15) — (4) (35) Depreciation on other property, plant and equipment ...... (5) (4) — — (9) Operating profit/(loss) . . . . . (20) (18) (7) (4) (49) Share of results of equity accounted joint ventures . . . . . — — — — — Interest on lease liabilities . . . (1) (3) — (1) (5) Other finance costs ...... — — — — — Other expenses ...... — — — — — Profit/(loss) before tax . . . . . (21) (22) (7) (4) (54) Income tax expense ...... — — — — — Profit/(loss) for the period . . (21) (22) (7) (4) (54)

(f) Recognition of the increase in the useful economic life of the tower assets amounting to EUR 4 million related to depreciation on the lease-related right of use assets. (g) Recognition of the increase in ground lease liabilities amounting to EUR 3 million related to depreciation on the lease-related right of use assets and EUR 1 million on the interest on lease liabilities. (h) Recognition of finance arrangements to finance the transaction described above, amounting to an increase of finance costs of EUR 9 million, applying the effective interest rate of 0.74% on gross debt of EUR 2,290 million. EUR 3 million has been recognized in the unaudited condensed combined interim income statement for the three months ended December 31, 2020. (i) Recognition of tax effects on the adjustments described above, amounting to an increase of income taxes of EUR 21 million, applying the tax rate of 25% for the Group.

81 10.7 Pro Forma Consolidated Statement of Financial Position of the Group as of December 31, 2020 The table below sets forth the pro forma consolidated statement of financial position of the Group as of December 31, 2020.

As of December 31, 2020 Condensed combined Pro forma interim consolidated statement interim of financial Total statement position of pro forma Pro forma of financial the Group adjustments note position (unaudited) (unaudited) (unaudited) (EUR millions) Non-current assets Goodwill and intangible assets ...... 3,446 — 3,446 Property, plant and equipment ...... 2,847 — 2,847 Investments in joint ventures ...... 2,918 346 (a) 3,264 Deferred tax assets ...... 18 — 18 Trade and other receivables ...... 9 — 9 9,239 346 9,585 Current assets Receivables due from related parties ...... 1,127 (288) (b) 839 Trade and other receivables ...... 41 — 41 Cash and cash equivalents ...... 6 — 6 1,175 (288) 887 Total Assets ...... 10,414 58 10,472 Equity Net investment of parent ...... 4,948 113 (a) (b) 5,061 Non-controlling interests ...... 55 (55) (b) — Total Equity ...... 5,003 58 5,061 Non-current liabilities Lease liabilities ...... 1,786 — 1,786 Provisions ...... 309 — 309 Post employment benefits ...... 1 — 1 Deferred tax liabilities ...... 18 — 18 Payables due to related parties ...... 195 — 195 Trade and other payables ...... 3 — 3 2,312 — 2,312 Current liabilities Lease liabilities ...... 263 — 263 Current income tax liabilities ...... 24 — 24 Provisions ...... 17 — 17 Payables due to related parties ...... 2,633 — 2,633 Trade and other payables ...... 160 — 160 Overdrafts ...... 3 — 3 3,099 — 3,099 Total liabilities ...... 5,411 — 5,411 Total equity and liabilities ...... 10,414 58 10,472

10.7.1 Adjustments The following pro forma adjustments (column “Total pro forma adjustments”) have been made to the condensed combined statement of financial position of the Group as of December 31, 2020: (a) Vantage Towers’ investment in Cornerstone is recorded at deemed cost, which is based on the book value of net assets de-recognized by Vodafone UK on transfer under the pooling of interests method. The

82 difference between the book value of Cornerstone’s net assets and the consideration paid is recorded in net investment of parent. Vantage Towers acquired Vodafone UK’s investment in Cornerstone on January 14, 2021. The pro forma deemed cost of investment is calculated with reference to Cornerstone’s reported balance sheet as of December 31, 2020 adjusted for: (i) the impact of the Settlement Agreement; (ii) the January 1, 2021 lease term reassessment on its lease portfolio. As Cornerstone has entered into MSAs with Vodafone UK and Telefónica UK effective from January 1, 2021, each with a term of eight years, it is considered reasonably certain that renewal clauses will be exercised to ensure that the tower assets are available for the duration of the terms of the MSAs. An adjustment has been calculated in order to quantify the impact of the application of terms of the new MSA, in particular to lease accounting under IFRS 16; and (iii) certain balances due from Vodafone UK and Telefónica UK as of December 31, 2020, which are not recoverable under the new MSAs. The financial information has been converted from GBP to EUR using a rate of 0.8951. (b) Recognition of call option granted by Crystal Almond to CTHC under the terms of a share purchase agreement dated December 21, 2020 to acquire the remaining 38% of Vantage Towers Greece from Crystal Almond. The adjustment recognizes cash paid of EUR 288 million, currently held with Vodafone Group as part of receivables due for related parties, and elimination of non-controlling interest of EUR 55 million and a decrease in net investment of parent of EUR 233 million. Düsseldorf, February 14, 2021 Vantage Towers AG The Management Board

10.8 Examination Report To Vantage Towers AG, Düsseldorf We have examined whether the pro forma financial information as of December 31, 2020 of Vantage Towers AG, Düsseldorf (the “Company”), has been properly compiled on the basis stated in the pro forma notes and whether this basis is consistent with the accounting policies of the Company. The pro forma financial information comprises a pro forma consolidated income statement for the period from April 1, 2019 to March 31, 2020, a pro forma consolidated income statement for the period from April 1, 2020 to December 31, 2020, a pro forma consolidated statement of financial position as of December 31, 2020 as well as pro forma notes. The purpose of the pro forma financial information is to present the material effects the transaction described in the pro forma notes would have had on the historical financial statements if the Company had existed in the structure created by the transaction throughout the entire reporting period of the pro forma consolidated income statements or as of the reporting date of the pro forma consolidated statement of financial position, unless otherwise stated. As pro forma financial information reflects a hypothetical situation it is not entirely consistent with the presentation that would have resulted had the relevant events actually occurred at the beginning of the reporting period of the pro forma consolidated income statements or on the reporting date of the pro forma consolidated statement of financial position unless otherwise stated. The compilation of the pro forma financial information in accordance with the principles of IDW Rechnungslegungshinweis: Erstellung von Pro Forma Finanzinformationen (IDW RH HFA 1.004) (IDW Accounting Practice Statement: Preparation of Pro Forma Financial Information (IDW AcPS AAB 1.004)) promulgated by the Institut der Wirtschaftsprüfer in Deutschland e. V. (Institute of Public Auditors in Germany) (IDW) is the responsibility of the Company’s management. Our responsibility is, based on our examination, to express an opinion whether the pro forma financial information has been properly compiled on the basis stated in the pro forma notes and whether this basis is consistent with the accounting policies of the Company. This also involves evaluating the overall presentation of the pro forma financial information. The subject matter of this engagement does neither include an audit or review of the basic figures including their adjustments to the accounting policies of the Company, nor of the pro forma assumptions stated in the pro forma notes.

83 We have planned and performed our examination in accordance with IDW Prüfungshinweis: Prüfung von Pro Forma Finanzinformationen (IDW PH 9.960.1) (IDW Auditing Practice Statement: Examination of Pro Forma Financial Information (IDW AuPS 9.960.1)) promulgated by the Institut der Wirtschaftsprüfer in Deutschland e. V. (IDW) in such a way that material errors in the compilation of the pro forma financial information on the basis stated in the pro forma notes and in the compilation of this basis consistent with the accounting policies of the Company are detected with reasonable assurance. In our opinion, the pro forma financial information has been properly compiled on the basis stated in the pro forma notes. This basis is consistent with the accounting policies of the Company. Cologne, February 14, 2021 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Forst Vogelsang Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]

84 11 NON-IFRS MEASURES ON A COMBINED BASIS The following section sets out the Group’s Non-IFRS Measures on a combined basis. These Non-IFRS Measures should not be considered as an alternative to the historical financial results or other indicators of the Group’s performance based on IFRS measures. They should not be considered as alternatives to earnings after tax or net profit as indicators of the Group’s performance or profitability or as alternatives to cash flows from operating, investing or financing activities as an indicator of the Group’s liquidity. The Non-IFRS Measures, as defined by the Group, may not be comparable to similarly titled measures as presented by other companies due to differences in the way the Group’s Non-IFRS Measures are calculated. Even though the Non-IFRS Measures are used by management to assess ongoing operating performance and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of the Group’s results or cash flows as reported under IFRS. See “2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis.”

11.1 Summary Throughout this Prospectus, the Group presents financial measures, ratios and adjustments that are not required by, or presented in accordance with, IFRS, German GAAP or any other generally accepted accounting principles. On a combined basis, these include Adjusted EBITDA, Adjusted EBITDAaL, Adjusted EBITDAaL margin, Recurring Operating Free Cash Flow, Recurring Free Cash Flow, Free Cash Flow, Cash Conversion, and Net Financial Debt. See “2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis” for a description of these Non-IFRS measures and why they are important to an understanding of the underlying performance of the Vantage Towers Group. See “11.2 Reconciliations of Non-IFRS Measures” below for a reconciliation of each non-IFRS measure to its nearest IFRS measure. The following table sets out an overview of the Non-IFRS Measures on a combined basis for the periods indicated.

Combined basis Six months ended Three months ended September 30, 2020 December 31, 2020 (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Adjusted EBITDA ...... 231 179 Adjusted EBITDAaL ...... 152 115 Recurring Operating Free Cash Flow ...... 189 119 Recurring Free Cash Flow ...... 60 215 Free Cash Flow ...... 20 190 Cash Conversion ...... 124% 103% Net Financial Debt ...... 7 (1,675)

85 11.2 Reconciliation of Non-IFRS Measures 11.2.1 Adjusted EBITDA The table below sets forth the reconciliation of the Group’s Non-IFRS Measure Adjusted EBITDA to profit for the period in the combined income statements for the periods indicated.

Combined basis Six months ended Three months ended September 30, 2020 December 31, 2020 (audited, unless (unaudited) otherwise indicated) (EUR millions) Profit for the period ...... 88 50 Income tax expense ...... 34 19 Interest on lease liabilities ...... 19 13 Other finance costs ...... 0 3 Other expenses ...... 1 25 Share of results of equity accounted joint ventures ...... — (2) Operating profit ...... 142 108 Depreciation on other property, plant and equipment ...... 29 22 Depreciation on lease-related right of use assets ...... 61 50 Gains/losses on disposal of property, plant and equipment ...... — — One-off and other items ...... — — Adjusted EBITDA (unaudited) ...... 231 179

11.2.2 Adjusted EBITDAaL The table below sets forth the reconciliation of the Group’s Non-IFRS Measure Adjusted EBITDAaL to profit for the period in the combined income statements for the periods indicated.

Combined basis Six months ended Three months ended September 30, 2020 December 31, 2020 (audited, unless (unaudited) otherwise indicated) (EUR millions) Profit for the period ...... 88 50 Income tax expense ...... 34 19 Other finance costs ...... 0 3 Other expenses ...... 1 25 Share of results of equity accounted joint ventures ...... — (2) Depreciation on other property, plant and equipment ...... 29 22 Recharged capital expenditure revenue ...... (0) (2) Gains/losses on disposal of property, plant and equipment ...... — — One-off and other items ...... — — Adjusted EBITDAaL (unaudited) ...... 152 115

86 11.2.3 Recurring Operating Free Cash Flow, Recurring Free Cash Flow and Free Cash Flow The table below sets forth the reconciliation of the Group’s Non-IFRS Measures Recurring Operating Free Cash Flow, Recurring Free Cash Flow and Free Cash Flow to cash generated by operations in the combined statements of cash flows for the periods indicated.

Combined basis Six months ended Three months ended September 30, 2020 December 31, 2020 (audited, unless (unaudited) otherwise indicated) (EUR millions) Cash generated by operations ...... 103 282 Increase/(decrease) in trade and other payables ...... 11 (2) Decrease/(increase) in trade and other receivables ...... 9 7 Increase/(decrease) in trade payables to related parties ...... (101) (25) Decrease/(increase) in trade receivables from related parties . . . . 210 (82) Share based payments and other non-cash charges ...... 0 (2) One-off and other items ...... — — Adjusted EBITDA (unaudited) ...... 231 179 Recharged capital expenditure revenue ...... (0) (2) Cash cost of leases (unaudited) ...... (34) (51) Maintenance capital expenditure ...... (9) (7) Recurring Operating Free Cash Flow (unaudited) ...... 189 119 Net tax paid ...... — (6) Interest paid, excluding interest paid on lease liabilities (unaudited) ...... — — Increase/(decrease) in trade and other payables ...... (11) 2 Decrease/(increase) in trade and other receivables ...... (9) (7) Increase/(decrease) in trade payables to related parties ...... 101 25 Decrease/(increase) in trade receivables from related parties . . . (210) 82 Changes in operating working capital (unaudited) ...... (129) 96 Recurring Free Cash Flow (unaudited) ...... 60 215 Other capital expenditure ...... (40) (25) Recharged capital expenditure receipts from Vodafone (unaudited) — — Changes in non-operating working capital relating to growth capital expenditure ...... — — One-off and other items ...... — — Dividends received from joint ventures ...... — — Dividends paid to non-controlling shareholders in subsidiaries (unaudited) ...... — — Free Cash Flow (unaudited) ...... 20 190

87 11.2.4 Net Financial Debt The table below sets forth the calculation of the Group’s Non-IFRS Measure Net Financial Debt from the combined statements of financial position as of September 30, 2020 and December 31, 2020, respectively.

Combined basis As of September 30, 2020 December 31, 2020 (audited, unless otherwise indicated) (unaudited) (EUR millions) Bonds ...... — — Commercial paper ...... — — Bank loans ...... — — Cash collateral liabilities ...... — — Overdrafts ...... — (3) Sum of short term borrowings from related parties and long term borrowings from related parties ...... (111) (2,602) Borrowings included in Net Financial Debt ...... (111) (2,605) Cash and cash equivalents ...... 3 6 Cash deposits held with related parties ...... 115 924 Other financial instruments ...... — — Mark to market derivative financial instruments ...... — — Short term investments ...... — — Total cash and cash equivalents and other financial instruments . 118 930 Net Financial Debt (unaudited) ...... 7 (1,675)

11.3 Segmental Non-IFRS Measures on a Combined Basis The tables below set forth the Group’s segmental Non-IFRS Measures, being Adjusted EBITDA, Adjusted EBITDAaL, Recurring Operating Free Cash Flow, and Cash Conversion, on a combined basis for the periods indicated.

Six months ended September 30, 2020 Other European Germany Spain Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Adjusted EBITDA ...... 139 71 21 231 Adjusted EBITDAaL ...... 104 34 13 152 Recurring Operating Free Cash Flow ...... 127 37 24 189 Cash Conversion ...... 122% 109% 185% 124%

Three months ended December 31, 2020 Other European Germany Spain Greece Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Adjusted EBITDA ...... 98 37 7 36 179 Adjusted EBITDAaL ...... 69 19 4 22 115 Recurring Operating Free Cash Flow 81 20 7 11 119 Cash Conversion ...... 117% 105% 175% 50% 103%

88 11.4 Reconciliations of Segmental Non-IFRS Measures on a Combined Basis 11.4.1 Segmental Adjusted EBITDA and Recurring Operating Free Cash Flow The table below sets forth the reconciliation of segmental Adjusted EBITDA and Recurring Operating Free Cash Flow on a combined basis to profit for the period in the combined income statements for the periods indicated.

Six months ended September 30, 2020 Other European Germany Spain Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Profit for the period ...... 58 22 9 88 Income tax expense ...... 25 8 1 34 Interest on lease liabilities ...... 6 11 1 19 Other finance costs(1) ...... — — — 0 Other expenses ...... 1 — — 1 Share of results of equity accounted joint ventures ...... — — — — Depreciation on other property, plant and equipment ...... 20 5 3 29 Depreciation on lease-related right of use assets . 28 25 7 61 One-off and other items ...... — — — — Adjusted EBITDA (unaudited) ...... 139 71 21 231 Recharged capital expenditure revenue ...... — (0) — (0) Cash cost of leases ...... (7) (30) 3 (34) Maintenance capital expenditure ...... (5) (4) (0) (9) Recurring Operating Free Cash Flow (unaudited) ...... 127 37 24 189

Note: (1) Other finance costs of EUR 0 million has not been allocated to a segment and has only been considered in the consolidated total.

89 Three months ended December 31, 2020 Other European Germany Spain Greece Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Profit for the period ...... 32 9 0 10 50 Income tax expense ...... 13 3 0 2 19 Interest on lease liabilities . . . . . 5 5 0 3 13 Other finance costs(1) ...... — — — — 3 Other expenses ...... 12 4 3 5 25 Share of results of equity accounted joint ventures(2) . . . . . — — — — (2) Depreciation on other property, plant and equipment ...... 13 3 1 5 22 Depreciation on right of use assets 23 13 2 12 50 One-off and other items ...... — — — — — Adjusted EBITDA ...... 98 37 7 36 179 Recharged capital expenditure revenue ...... (1) (0) — — (2) Cash cost of leases ...... (12) (15) — (24) (51) Maintenance capital expenditure . . (4) (2) (0) (1) (7) Recurring Operating Free Cash Flow ...... 81 20 7 11 119

Notes: (1) Other finance costs of EUR 3 million has not been allocated to a segment and has only been considered in the consolidated total. (2) Share of results of equity accounted joint ventures of EUR 2 million has not been allocated to a segment and has only been considered in the consolidated total.

11.4.2 Segmental Adjusted EBITDAaL The tables below set forth the reconciliation of Adjusted EBITDAaL on a combined basis to profit/(loss) for the period in the combined income statements for the periods indicated.

Six months ended September 30, 2020 Other European Germany Spain Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Profit for the period ...... 58 22 9 88 Income tax expense ...... 25 8 1 34 Other finance costs(1) ...... — — — 0 Other expenses ...... 1 — — 1 Share of results of equity accounted joint ventures ...... — — — — Depreciation on other property, plant and equipment ...... 20 5 3 29 Recharged capital expenditure revenue ...... — (0) — (0) Gains/losses on disposal of property, plant and equipment ...... — — — — One-off and other items ...... — — — — Adjusted EBITDAaL (unaudited) ...... 104 34 13 152

Note: (1) Other finance costs of EUR 0 million has not been allocated to a segment and has only been considered in the consolidated total.

90 Three months ended December 31, 2020 Other European Germany Spain Greece Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Profit for the period ...... 32 9 0 10 50 Income tax expense ...... 13 3 0 2 19 Other finance costs(1) ...... — — — — 3 Other expenses ...... 12 4 3 5 25 Share of results of equity accounted joint ventures(2) . . . . . — — — — (2) Depreciation on other property, plant and equipment ...... 13 3 1 5 22 Recharged capital expenditure revenue ...... (1) (0) — — (2) Gains/losses on disposal of property, plant and equipment . . . — — — — — One-off and other items ...... — — — — — Adjusted EBITDAaL ...... 69 19 4 22 115

91 12 ALTERNATIVE PERFORMANCE MEASURES ON A PRO FORMA BASIS The following section sets out the Group’s Alternative Performance Measures on a pro forma basis. These Alternative Performance Measures on a pro forma basis should not be considered as an alternative to the historical financial results or other indicators of the Group’s performance based on pro forma IFRS measures. They should not be considered as alternatives to pro forma earnings after tax or pro forma net profit as indicators of the Group’s performance or profitability or as alternatives to cash flows from operating, investing or financing activities as an indicator of the Group’s liquidity. The Alternative Performance Measures on a pro forma basis, as defined by the Group, may not be comparable to similarly titled measures as presented by other companies due to differences in the way the Group’s Alternative Performance Measures on a pro forma basis are calculated. Even though the Alternative Performance Measures on a pro forma basis are used by management to assess ongoing operating performance and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of the Group’s results or cash flows as reported under IFRS. See “2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis.”

12.1 Summary Throughout this Prospectus, the Group presents financial measures, ratios and adjustments on a pro forma basis that are not required by, or presented in accordance with, IFRS, German GAAP or any other generally accepted accounting principles. These Alternative Performance Measures on a pro forma basis include Adjusted EBITDA, Adjusted EBITDAaL, Adjusted EBITDAaL margin, Aggregated Adjusted EBITDAaL, Recurring Operating Free Cash Flow, Recurring Free Cash Flow, Cash Conversion and Net Financial Debt. See “2.6 Non- IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis” for a description of these Alternative Performance Measures on a pro forma basis and why they are important to an understanding of the underlying performance of the Vantage Towers Group. See “12.2 Reconciliation of Alternative Performance Measures on a Pro Forma Basis” below, for a reconciliation of each Alternative Performance Measure on a pro forma basis to its nearest IFRS measure. While each of the components used to calculate these Alternative Performance Measures on a pro forma basis are either (i) directly included in the Unaudited Pro Forma Financial Information contained in Section 10 of this Prospectus, (ii) derived from the Vantage Towers Group’s accounting records or management reporting systems, or (iii) based on publicly available information, the resulting Alternative Performance Measures are not themselves permitted to be directly included in the Unaudited Pro Forma Financial Information, which is compiled based on IDW Rechnungslegungshinweis: Erstellung von Pro Forma Finanzinformationen (IDW RH HFA 1.004) (IDW Accounting Practice Statement: Preparation of Pro Forma Financial Information (IDW AcPS AAB 1.004)) promulgated by the Institut der Wirtschaftsprüfer in Deutschland e. V. (Institute of Public Auditors in Germany) (IDW), as the IDW Accounting Practice Statement does not contemplate the inclusion of such Alternative Performance Measures. The Alternative Performance Measures on a pro forma basis are, however, critical to an investors’ understanding of the key metrics that management analyses in assessing the financial performance of the Vantage Towers business, and it is therefore in the interests of investors to assess this information over the same periods as are covered by the Unaudited Pro Forma Financial Information, and to understand how they reconcile to the Unaudited Pro Forma Financial Information.

92 The following table sets out an overview of the Alternative Performance Measures on a pro forma basis for the periods indicated.

Pro forma basis Twelve months Nine months ended ended March 31, 2020 December 31, 2020 (unaudited) (unaudited) (EUR millions) Adjusted EBITDA ...... 814 620 Adjusted EBITDAaL(1) ...... 523 394 Aggregated Adjusted EBITDAaL(1)(2) ...... 749 561 Recurring Operating Free Cash Flow ...... 494 377 Recurring Free Cash Flow ...... 375 291 Cash Conversion ...... 94% 96% Net Financial Debt ...... N/A (1,675)

12.2 Reconciliation of Alternative Performance Measures on a Pro Forma Basis 12.2.1 Adjusted EBITDA The table below sets forth the reconciliation of the Group’s Alternative Performance Measure Adjusted EBITDA on a pro forma basis to profit for the period in the pro forma income statements for the periods indicated.

Pro forma basis Twelve months Nine months ended ended March 31, 2020 December 31, 2020 (unaudited) (unaudited) (EUR millions) Profit for the period ...... 314 214 Income tax expense ...... 103 74 Interest on lease liabilities ...... 30 41 Other finance costs ...... 16 12 Other expenses ...... — 25 Share of results of equity accounted joint ventures ...... (15) (3) Operating profit ...... 448 363 Depreciation on other property, plant and equipment ...... 105 75 Depreciation on lease-related right of use assets ...... 261 183 Gains/losses on disposal of property, plant and equipment ...... — — One-off and other items ...... — — Adjusted EBITDA ...... 814 620

93 12.2.2 Adjusted EBITDAaL and Aggregated Adjusted EBITDAaL The table below sets forth the reconciliation of the Group’s Alternative Performance Measures Adjusted EBITDAaL and Aggregated Adjusted EBITDAaL on a pro forma basis to profit for the period in the pro forma income statements for the periods indicated.

Pro forma basis Twelve months Nine months ended ended March 31, 2020 December 31, 2020 (unaudited) (unaudited) (EUR millions) Profit for the period ...... 314 214 Income tax expense ...... 103 74 Other finance costs ...... 16 12 Other expenses ...... — 25 Share of results of equity accounted joint ventures ...... (15) (3) Depreciation on other property, plant and equipment ...... 105 75 Recharged capital expenditure revenue ...... — (2) Gains/losses on disposal of property, plant and equipment ...... — — One-off and other items ...... — — Adjusted EBITDAaL(1) ...... 523 394 Ownership share of INWIT Adjusted EBITDAaL ...... 157(2) 117(3) Ownership share of Cornerstone Adjusted EBITDAaL(4)(5)(6) ...... 69 50 Aggregated Adjusted EBITDAaL(4)(5) ...... 749 561

Notes: (1) During the nine months ended December 31, 2020, the Group performed a reassessment of its lease portfolio in line with the requirements of IFRS 16. The Company has calculated the impact of the lease reassessment and recognized a EUR 6 million non- cash increase in the sum of pro forma interest on leases and depreciation on right of use assets for the nine months ended December 31, 2020 on a pro forma basis. The Company has not performed such a reassessment for the twelve months ended March 31, 2020. If the lease reassessment was backdated to April 1, 2019, the Company estimates the corresponding non-cash increase would have been EUR 10 million for the twelve months ended March 31, 2020 on a pro forma basis, which would have resulted in an estimated EUR 10 million decrease in the Group’s Adjusted EBITDAaL on a pro forma basis. (2) The ownership share of INWIT’s Adjusted EBITDAaL for the twelve months ended March 31, 2020 is calculated by multiplying the Group’s 33.2% shareholding in INWIT by the pro forma EBITDA of INWIT for the twelve months from January 1, 2019 to December 31, 2019, and is directly extracted from the INWIT prospectus dated June 10, 2020. Lease costs have been estimated as EUR 209 million based on the INWIT prospectus. See “2.7 INWIT Public Disclosure” and “10 Unaudited Pro Forma Financial Information.” (3) The ownership share of INWIT’s Adjusted EBITDAaL for the nine months ended December 31, 2020 is calculated by multiplying the Group’s 33.2% shareholding in INWIT by the pro forma EBITDAaL of INWIT for the nine months ended January 1, 2020 to September 30, 2020. The pro forma EBITDAaL of INWIT for this period represents INWIT’s financial performance combined with Vodafone Towers Italy’s financial performance for the nine months ended September 30, 2020 as if the merger of Vodafone Towers Italy into INWIT had occurred on January 1, 2020. Lease costs have been estimated as EUR 161 million based on the publicly available INWIT FY20 guidance. See “2.7 INWIT Public Disclosure” and “10 Unaudited Pro Forma Financial Information.” (4) The ownership share of Cornerstone Adjusted EBITDAaL for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020 is calculated by multiplying the Group’s 50% equity interest by Cornerstone’s Adjusted EBITDAaL. Cornerstone’s Adjusted EBITDAaL can be derived from “10.5.2(d) Pro Forma Adjustments” and “10.6.3(d) Pro Forma Adjustments” by totalling revenue, operating expenses, depreciation on lease-related right of use assets, interest on lease liabilities and interest on subleases in the Cornerstone pro forma. See “2.8 Cornerstone Financial Information” and “10 Unaudited Pro Forma Financial Information.” (5) On January 1, 2021, the Group performed a reassessment of Cornerstone’s lease portfolio in line with the requirements of IFRS 16. The Company calculated the impact of the lease reassessment and recognized a non-cash increase in the sum of interest on lease liabilities and depreciation on lease-related right of use assets of EUR 3 million (on an ownership share basis) for the nine months ended December 31, 2020 on a pro forma basis. If the lease reassessment was applied from April 1, 2020, the Company estimates that the non-cash impact would have been EUR 2 million (on an ownership share basis) for the twelve months ended March 31, 2020 on a pro forma basis. On a like-for-like basis, including the effect of the lease reassessment, Adjusted EBITDAaL would have been EUR 67 million (on an ownership share basis) for the twelve months ended March 31, 2020. (6) Going forward, changes to Cornerstone’s staff capitalization methodology will result in an adjustment to Cornerstone’s capitalization rate which Cornerstone will reflect by reallocating costs from capital expenditure to operating expenses. The Company expects that this reallocation will result in increases in operating expenses and reductions in Adjusted EBITDAaL on a pro forma basis, which would have amounted to EUR 13 million and EUR 11 million for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, respectively, had these been applied to those periods. Such reallocation

94 would also have resulted in reductions of EUR 12 million to Recurring Free Cash Flow on a pro forma basis of EUR 119 million for the twelve months ended March 31, 2020 and of EUR 10 million to Recurring Free Cash Flow on a pro forma basis of EUR 88 million for the nine months ended December 31, 2020.

12.2.3 Recurring Operating Free Cash Flow and Recurring Free Cash Flow The table below sets forth the reconciliation of the Group’s Alternative Performance Measures Recurring Operating Free Cash Flow and Recurring Free Cash Flow to Adjusted EBITDA on a pro forma basis for the periods indicated.

Pro forma basis(1) Twelve months Nine months ended ended March 31, 2020 December 31, 2020 (unaudited) (unaudited) (EUR millions) Adjusted EBITDA ...... 814 620 Recharged capital expenditure revenue ...... — (2) Cash cost of leases(2) ...... (291) (218) Maintenance capital expenditure ...... (29) (23) Recurring Operating Free Cash Flow ...... 494 377 Net tax paid(3) ...... (103) (74) Interest paid, excluding interest paid on lease liabilities(4) ...... (16) (12) Changes in operating working capital(5) ...... N/A N/A Recurring Free Cash Flow ...... 375 291 Growth and other capital expenditure including ground lease optimization ...... (100) (85)

Notes: (1) No cash flow statement has been prepared for the purpose of the pro forma statements. Therefore, a reconciliation from Adjusted EBITDA, which is reconciled to profit for the period on a pro forma basis, has been included. (2) For the purposes of the Unaudited Pro Forma Financial Information and the profit forecast contained in this Prospectus, “cash cost of leases” has been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilities that were incurred by the Group on a pro forma basis, excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use asset on the sum of associated depreciation on lease-related right of use assets and interest on lease liabilities. During the nine months ended December 31, 2020, the Group performed a reassessment of its lease portfolio in line with the requirements of IFRS 16. The Company has calculated the impact of the lease reassessment and recognized a EUR 6 million non-cash increase in the sum of pro forma interest on leases and depreciation on right of use assets for the nine months ended December 31, 2020 on a pro forma basis. The Company has not performed such a reassessment for the twelve months ended March 31, 2020. If the lease reassessment was backdated to April 1, 2019, the Company estimates the corresponding non-cash increase would have been EUR 10 million for the twelve months ended March 31, 2020 on a pro forma basis. (3) For the purposes of the pro forma reconciliation, net tax paid on a pro forma basis is calculated taking into account current taxes as well as prepayments to tax authorities in Germany, on a pro forma basis as no pro forma cash flow statement has been produced. Accordingly, amounts disclosed for this measure in future periods will not be strictly comparable to the amounts stated herein, which are being provided for illustrative purposes. (4) For the purposes of the pro forma reconciliation, the pro forma interest paid, excluding interest paid on lease liabilities has been used as a proxy for cash paid as no pro forma cash flow statement has been produced. Accordingly, amounts disclosed for this measure in future periods will not be strictly comparable to the amounts stated herein, which are being provided for illustrative purposes. (5) As a pro forma opening balance sheet has not been prepared, changes in operating working capital are not available for the pro forma results. Changes in working capital excludes deferred income from recharged capital expenditure revenue and working capital related to growth capital expenditure.

95 12.2.4 Net Financial Debt The table below sets forth the calculation of the Group’s Alternative Performance Measure Net Financial Debt from the pro forma statement of financial position as of December 31, 2020. A pro forma statement of financial position as of March 31, 2020 does not exist, therefore Net Financial Debt as of March 31, 2020 has not been included in the table below.

Pro Forma Basis As of December 31, 2020 (unaudited) (EUR millions) Bonds ...... — Commercial paper ...... — Bank loans ...... — Cash collateral liabilities ...... — Overdrafts ...... (3) Sum of short term borrowings form related parties and long term borrowings from related parties ...... (2,602) Borrowings included in Net Financial Debt ...... (2,605) Cash and cash equivalents ...... 6 Cash deposits held with related parties ...... 924 Other financial instruments ...... — Mark to market derivative financial instruments ...... — Short term investments ...... — Total cash and cash equivalents and other financial instruments ...... 930 Net Financial Debt ...... (1,675)

12.3 Segmental Alternative Performance Measures on a Pro Forma Basis The tables below set forth the Group’s segmental Alternative Performance Measures, being Adjusted EBITDA, Adjusted EBITDAaL, Recurring Operating Free Cash Flow and Cash Conversion, on a pro forma basis for the periods indicated.

For the twelve months ended March 31, 2020 Other European Germany Spain Greece Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Pro forma Adjusted EBITDA . . . . . 391 139 113 171 814 Pro forma Adjusted EBITDAaL . . . 290 71 53 109 523 Pro forma Recurring Operating Free Cash Flow ...... 276 64 48 106 494 Pro forma Cash Conversion ...... 95% 90% 91% 97% 94%

For the nine months ended December 31, 2020 Other European Germany Spain Greece Markets Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions, unless otherwise indicated) Pro forma Adjusted EBITDA . . . . . 300 107 85 129 620 Pro forma Adjusted EBITDAaL . . . 219 51 42 83 394 Pro forma Recurring Operating Free Cash Flow ...... 211 47 38 81 377 Pro forma Cash Conversion ...... 96% 92% 90% 98% 96%

96 12.4 Reconciliations of Segmental Alternative Performance Measures on a Pro Forma Basis 12.4.1 Segmental Adjusted EBITDA and Recurring Operating Free Cash Flow The tables below set forth the reconciliation of segmental Adjusted EBITDA and Recurring Operating Free Cash Flow on a pro forma basis to profit for the period in the consolidated income statements on a pro forma basis for the periods indicated.

For the Twelve Months ended March 31, 2020 Other European Germany Spain Greece Markets Consolidated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Profit for the period ...... 171 46 35 63 314 Income tax expense ...... 64 15 9 15 103 Interest on lease liabilities . . . . . 11 5 8 6 30 Other finance costs(1) ...... — — — — 16 Other expenses ...... — — — — — Share of results of equity accounted joint ventures(2) . . . . . — — — — (15) Depreciation on other property, plant and equipment ...... 55 10 9 31 105 Depreciation on lease-related right of use assets ...... 90 63 52 56 261 Adjusted EBITDA ...... 391 139 113 171 814 Recharged capital expenditure revenue ...... — — — — — Cash cost of leases(3) ...... (101) (68) (60) (62) (291) Maintenance capital expenditure . . (14) (7) (5) (3) (29) Recurring Operating Free Cash Flow ...... 276 64 48 106 494

Notes: (1) Other finance costs of EUR 16 million has not been allocated to a segment and has only been considered in the consolidated total. (2) Share of net income from joint ventures of EUR (15) million has not been allocated to a segment and has only been considered in the consolidated total. (3) For the purposes of the pro forma financial information and the profit forecast contained in this Prospectus, “cash cost of leases” has been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilities, as per the requirements of IFRS 16, excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use asset on the associated depreciation on lease-related right of use assets and interest on lease liabilities. The Company has not performed such a reassessment for the twelve months ended March 31, 2020. In future periods, it is expected that “cash cost of leases” will reflect cash payments made on lease contracts during the period. Accordingly, amounts disclosed for this measure in future periods will not be strictly comparable to the amounts stated herein, which are being provided for illustrative purposes.

97 For the Nine Months ended December 31, 2020 Other European Germany Spain Greece Markets Consolidated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Profit for the period ...... 118 30 24 51 214 Income tax expense ...... 47 10 7 10 74 Interest on lease liabilities . . . . . 13 17 6 6 41 Other finance costs(1) ...... — — — — 12 Other expenses ...... 13 4 3 5 25 Share of results of equity accounted joint ventures(2) . . . . . — — — — (3) Depreciation on property, plant and equipment ...... 42 8 8 17 75 Depreciation on lease-related right of use assets ...... 67 38 37 41 183 Adjusted EBITDA ...... 300 107 85 129 620 Recharged capital expenditure revenue ...... (1) (1) — — (2) Cash cost of leases(3) ...... (77) (54) (43) (44) (218) Maintenance capital expenditure . . (11) (5) (4) (4) (23) Recurring Operating Free Cash Flow ...... 211 47 38 81 377

Notes: (1) Other finance costs of EUR 12 million has not been allocated to a segment and has only been considered in the consolidated total. (2) Share of results of equity accounted joint ventures of EUR (4) million has not been allocated to a segment and has only been considered in the consolidated total. (3) For the purposes of the pro forma financial information and the profit forecast contained in this Prospectus, “cash cost of leases” has been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilities, excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use asset as well as the associated depreciation on lease-related right of use assets and interest on lease liabilities. The Company has calculated the impact of the lease reassessment and recognized non-cash increases in the sum of pro forma interest on leases and depreciation on right of use assets for the nine months ended December 31, 2020 on a pro forma basis. In future periods, it is expected that “cash cost of leases” will reflect cash payments made on lease contracts during the period, excluding payments related to ground lease optimization. Accordingly, amounts disclosed for this measure in future periods will not be strictly comparable to the amounts stated herein, which are being provided for illustrative purposes.

98 12.4.2 Segmental Adjusted EBITDAaL The table below sets forth the reconciliation of segmental Adjusted EBITDAaL on a pro forma basis to profit for the period in the consolidated income statements on a pro forma basis for the periods indicated. For the Twelve Months ended March 31, 2020 Other European Germany Spain Greece Markets Consolidated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Profit for the period ...... 171 46 35 63 314 Income tax expense ...... 64 16 9 14 103 Other finance costs(1) ...... — — — — 16 Other expenses ...... — — — — — Share of results of equity accounted joint ventures(1) . . . . . — — — — (15) Depreciation on other property, plant and equipment ...... 55 10 9 31 105 Recharged capital expenditure revenue ...... — — — — — Adjusted EBITDAaL(2) ...... 290 71 53 109 523

Notes: (1) Other finance costs and share of results of equity accounted joint ventures have not been allocated to a segment and have only been considered in the consolidated total. (2) During the nine months ended December 31, 2020, the Group performed a reassessment of its lease portfolio in line with the requirements of IFRS 16. The Company has calculated the impact of the lease reassessment and recognized a non-cash increase in the sum of segmental pro forma interest on leases and depreciation on right of use assets, and corresponding decrease in segmental Adjusted EBITDAaL, for the nine months ended December 31, 2020 on a pro forma basis. The Company has not performed such a reassessment for the twelve months ended March 31, 2020. For the Nine Months ended December 31, 2020 Other European Germany Spain Greece Markets Consolidated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Profit for the period ...... 118 30 24 51 214 Income tax expense ...... 47 10 7 10 74 Other finance costs(1) ...... — — — — 12 Other expenses ...... 13 4 3 5 25 Share of results of equity accounted joint ventures(1) . . . . . — — — — (3 ) Depreciation on other property, plant and equipment ...... 42 8 8 17 75 Recharged capital expenditure revenue ...... (1) (1) — — (2) Adjusted EBITDAaL(2) ...... 219 52 41 82 394

12.5 Consolidated Income Statements of the Group on a Pro Forma Basis by Segment The segmental Alternative Performance Measures on a pro forma basis are derived from the consolidated income statements of the Group on a pro forma basis. Accordingly, the following tables set out the consolidated income statements of the Group broken down by segment for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020 on a pro forma basis.

99 12.5.1 Pro Forma Consolidated Income Statement of the Group for the Twelve Months ended March 31, 2020

Twelve months ended March 31, 2020 Germany Spain Greece Other European Markets Consolidated Vantage Towers Vantage Vantage Vantage Other Towers Towers Towers Pro European Selected Germany Selected Spain Selected Greece Selected forma Markets Pro Towers Pro business Towers Pro business Towers Pro business Towers Other business forma Business forma on a Business forma on a Business forma on a Business European on a consolidated Financial Germany pro Financial Spain pro Financial Greece pro Financial Markets pro income Information adjustments forma basis Information adjustments forma basis Information adjustments forma basis Information adjustments forma basis statement (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue(1) ...... 57 405 462 22 137 159 — 126 126 16 182 198 945 Maintenance costs ...... (23) (1) (24) (6) (0) (6) — (2) (2) (4) 1 (3) (35) Staff costs ...... — (22) (22) — (5) (5) — (4) (4) — (7) (7) (38) Other operating expenses . . . (81) 56 (25) (22) 13 (9) — (7) (7) (36) 20 (17) (58) Depreciation on lease-related right of use assets ...... (87) (3) (90) (60) (3) (63) — (52) (52) (55) (1) (56) (261) Depreciation on other 100 property, plant and equipment (57) 2 (55) (12) 2 (10) — (9) (9) (33) 2 (31) (105) Operating profit/(loss) . . . . (191) 437 246 (78) 144 66 — 52 52 (112) 197 84 448 Share of results of equity accounted joint ventures(2) . . — — — — — — — — — — — — 15 Interest on lease liabilities . . (11) — (11) (5) — (5) — (8) (8) (6) — (6) (30) Other finance costs(3) . . . . . — — — — — — — — — — — — (16) Other income/(expenses) . . . — — — — — — — — — — — — — Profit/(loss) before tax . . . . (202) 437 235 (83) 144 61 — 44 44 (118) 197 78 417 Income tax (expense)/credit . — (64) (64) — (15) (15) — (9) (9) — (15) (15) (103) Profit/(loss) for the period . (202) 373 171 (83) 129 46 — 35 35 (118) 182 63 314

Notes: (1) The following table sets forth a breakdown of revenue for the twelve months ended December 31, 2020 on a pro forma basis by service. Twelve months ended March 31, 2020 Selected Towers Pro forma Business consolidated Financial Pro forma income Information adjustments statement (unaudited) (unaudited) (unaudited) (EUR millions) Macro Site revenue ...... 95 795 890 Other rental revenue ...... 0 33 33(a) Recharged capital expenditure revenue ...... — — — Energy and other revenue ...... — 22 22 Revenue ...... 95 850 945

Note: (a) Includes EUR 19 million of passive energy revenue split evenly across segments on a per tower basis. (2) Share of results of equity accounted joint ventures of EUR 8 million has not been allocated to a segment and has only been considered in the consolidated total. (3) Other finance costs of EUR 16 million has not been allocated to a segment and has only been considered in the consolidated total. 101 12.5.2 Pro Forma Consolidated Income Statement of the Group for the Nine Months ended December 31, 2020

Nine months ended December 31, 2020 Germany Spain Greece Other European Markets Consolidated Total Total Towers Total Total Towers Business Towers Vantage Towers Business financial Business Towers Business Vantage financial Vantage information Vantage financial Other financial Towers information Towers for the Towers information European information Germany for the Spain nine Greece for the Pro forma Markets for the nine business nine months business months business nine Other business Pro forma months ended Pro forma on a ended Pro forma on a ended Pro forma on a months ended European on a consolidated December 31, Germany pro forma December 31, Spain pro forma December 31, Greece pro forma December 31, Markets pro forma income 2020 adjustments basis 2020 adjustments basis 2020 adjustments basis 2020 adjustments basis statement (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (EUR millions) Revenue ...... 289 69 358 121 — 121 8 86 95 72 79 151 725 Maintenance costs ...... (19) (1) (20) (4) (1) (4) (0) (1) (1) (2) (0) (3) (28) Staff costs ...... (8) (8) (16) (2) (2) (4) (0) (2) (3) (2) (4) (6) (29) Other operating expenses ...... (32) 9 (22) (7) 1 (7) (1) (6) (6) (21) 9 (13) (48) Depreciation on lease-related right of use assets ...... (64) (2) (67) (38) — (38) (2) (35) (37) (39) (2) (41) (183)

102 Depreciation on other property, plant and equipment ...... (43) 2 (42) (8) — (8) (1) (7) (8) (19) 2 (17) (75) Operating profit/(loss) ...... 123 69 192 63 (2) 61 4 35 39 (11) 83 72 363 Share of results of equity accounted joint ventures (b) ...... — — — — — — — — — — — — 3 Interest on lease liabilities ...... (12) — (13) (17) — (17) (0) (6) (6) (6) 1 (6) (41) Other finance cost(c) ...... — — — — — — — — — — — — (12) Other income/(expenses) ...... (13) 0 (13) (4) (0) (4) (3) — (3) (5) (0) (5) (25) Profit/(loss) before tax ...... 98 68 166 42 (2) 40 0 29 30 (23) 84 61 288 Income tax (expense)/credit ...... (38) (9) (47) (11) 1 (10) (0) (6) (7) (3) (6) (10) (74) Profit/(loss) for the period ...... 60 59 118 31 (1) 30 0 23 24 (26) 78 51 214

Notes:

(1) The following table sets out a breakdown of revenue for the nine months ended December 31, 2020 on a pro forma basis by service. Nine months ended December 31, 2020 Total Towers Business financial Pro forma information total for the for the nine nine months months ended ended December 31, Pro forma December 31, 2020 Adjustments 2020 (unaudited) (unaudited) (unaudited) (EUR millions) Macro Site revenue ...... 472 213 685 Other rental revenue ...... 6 15 21 Recharged capital expenditure revenue ...... 2 0 2 Energy and other revenue ...... 10 7 17 Revenue ...... 490 235 725

(2) Share of results of equity accounted joint ventures of EUR 13 million has not been allocated to a segment and has only been considered in the consolidated total.

(3) Other finance costs of EUR 12 million has not been allocated to a segment and has only been considered in the consolidated total. 103 12.6 Revenue Breakdown by Customer for the Twelve Months ended March 31, 2020 on a Pro Forma Basis 12.6.1 Revenue from Vodafone For the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, Vantage Towers received EUR 740 million and EUR 573 million of Macro Site revenue on a pro forma basis under the Vodafone MSAs, respectively. Except in the case of Spain, the following table sets out the average pro forma revenue per Site by segment under the terms of the Vodafone MSAs for the twelve months ended March 31, 2020 and the CPI escalation amount by segment for the twelve months ending March 31, 2021 and 2022.

Average Vodafone MSA pro forma revenue per Vodafone MSA Vodafone MSA Macro Site(1) CPI escalator(2) CPI escalator(3) Pro forma twelve Actual twelve Actual twelve months ended months ending months ending March 31, 2020 March 31, 2021 March 31, 2022 (unaudited) (unaudited) (unaudited) (EUR thousands, except as otherwise indicated) Germany ...... 20.2 1.5% 1.0% Spain ...... —(4) 0.6% 1.0% Greece ...... 22.8(5) 0.2% 0.0% Other European Markets ...... 13.7 1.1% 1.7% Notes: (1) Vodafone may not be present on all Macro Sites. The average is equal to revenue derived from Vodafone divided by the total number of Sites in each segment. (2) Vodafone MSA rates for the twelve months ending March 31, 2021 have been deflated by a CPI rate by market for the purposes of an implied rate for the twelve months ended March 31, 2020. (3) Vodafone MSA rates for the twelve months ending March 31, 2022 have been contractually agreed. (4) In Spain, Vodafone MSA revenue on a pro forma basis for the twelve months ended March 31, 2020 was EUR 133 million based on revenue from Macro Sites and Micro Sites. EUR 124 million of Macro Site revenue and EUR 9 million of revenue from Micro Sites. The information is presented on an aggregated basis due to the portfolio fee mechanism that is applied in Spain. (5) Includes Macro Site revenue from Vodafone and Wind Hellas.

12.6.2 Revenue from Customers Other than Vodafone On a pro forma basis, for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, the Group generated Macro Site revenue of EUR 150 million and EUR 112 million, respectively, from customers other than Vodafone. The following table sets out the total Macro Site revenue on a pro forma basis from customers other than Vodafone by segment for the twelve months ended March 31, 2020.

Number of Non-Vodafone Non-Vodafone Macro (2) Site revenue on a pro Tenancies on Macro Sites forma basis for twelve As of As of months ended March 31, March 31, December 31, 2020(1) 2020 2020 (unaudited) (EUR millions) (‘000) Germany ...... 57 3.8 4.0 Spain ...... 20 3.9 4.3 Greece ...... 52 2.5 2.5 Other European Markets ...... 18(3) 4.2 4.3 Notes: (1) Total Macro Site revenue on a pro forma basis for the twelve months ended March 31, 2020 under the terms of the Group’s contractual arrangements with customers other than Vodafone, including MNO and non-MNO customers. (2) Number of non-Vodafone tenancies on Macro Sites as of the respective dates (excluding active sharing tenancies). (3) Derivative of historical reciprocal access arrangements. Vantage Towers is aiming to increase the reference rate for such non- Vodafone tenancies upon their renegotiation.

104 13 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Investors should read the following management’s discussion and analysis of financial condition and results of operations in conjunction with the sections “1 Risk Factors,” “2.4 Forward-Looking Statements,” “2.5 Presentation of Financial Information,” “2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis,” and “9 Capitalization, Indebtedness and Statement of Working Capital,” as well as the Audited Six-Month Condensed Combined Interim Financial Statements, the Unaudited Three-Month Condensed Combined Interim Financial Statements, the Audited Unconsolidated German GAAP Financial Statements, the Audited Unconsolidated IFRS Financial Statements March 2019 and the Audited Unconsolidated IFRS Financial Statements 2020, and related notes, included in “25 Financial Information” beginning on page F-1. The Group’s audited condensed combined interim financial statements and the other historical financial information included in this prospectus do not necessarily indicate the Group’s future results of operations, financial position and cash flows. In addition, the results of operations for interim periods included in this Prospectus are not necessarily indicative of the results to be expected for the full year or any future reporting period.

13.1 Overview Vantage Towers is a leading European mobile telecommunications tower infrastructure operator as measured by scale and geographic diversification, with approximately 82,000 Macro Sites and approximately 7,100 Micro Sites across 10 markets, in nine of which it ranks either first or second by number of Sites (Source: Company Market Position Assessment). Vantage Towers has a controlling interest in its operations in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland (i.e., the Consolidated Markets), and a co-controlling interest in tower infrastructure operators in Italy and the United Kingdom. In Greece, the Group owns 62% of the outstanding share capital of Vantage Towers Greece and expects to acquire the remaining 38% seven calendar days after Admission following the triggering of a call option on February 24, 2021. In Italy, Vantage Towers owns 33.2% of the outstanding share capital of INWIT, which operates approximately 22,100 Macro Sites, and in the United Kingdom Vantage Towers owns 50% of the outstanding share capital of Cornerstone, which operates approximately 14,200 Macro Sites.

13.2 Overview of the Group’s Combined Financial Performance The table below sets out key IFRS and Non-IFRS Measures on a combined basis for the Vantage Towers Group as of the dates and for the periods presented on a combined basis. For a reconciliation of the Non-IFRS Measures on a combined basis to the nearest IFRS measure, see “11.2 Reconciliation of Non-IFRS Measures.”

As of/For the As of/For the six months ended three months ended September 30, 2020 December 31, 2020 (audited, unless (unaudited) otherwise indicated) (EUR millions) Financial Results Revenue ...... 265 211 Operating profit ...... 142 108 Profit for the period ...... 88 50 Non-IFRS Measures (unaudited) Adjusted EBITDA(1) ...... 231 179 Adjusted EBITDAaL(2) ...... 152 115 Recurring Operating Free Cash Flow(3) ...... 189 119 Recurring Free Cash Flow(4) ...... 60 215 Free Cash Flow(5) ...... 20 190 Net Financial Debt(6) ...... 7 (1,675)

Notes: (1) Adjusted EBITDA is defined as operating profit before depreciation on lease-related right of use assets, depreciation, amortization and gains/losses on disposal for fixed assets, and excluding impairment losses, restructuring costs arising from discrete restructuring plans, other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. Adjusted EBITDA is a Non-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure.

105 (2) Adjusted EBITDAaL is defined as Adjusted EBITDA less recharged capital expenditure revenue, and after depreciation on lease- related right of use assets and deduction of interest on lease liabilities. Recharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgrades to existing Sites. Adjusted EBITDAaL is a Non-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure. (3) Recurring Operating Free Cash Flow is defined as Adjusted EBITDAaL plus depreciation on lease-related right of use assets and interest on lease liabilities, less cash lease costs and maintenance capital expenditure. Recurring Operating Free Cash Flow is a Non-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure. (4) Recurring Free Cash Flow is defined as Recurring Operating Free Cash Flow less tax paid and interest paid and adjusted for changes in operating working capital. Recurring Free Cash Flow is a Non-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure. (5) Free Cash Flow is defined as Recurring Free Cash Flow less growth and other capital expenditure, including ground lease optimization and dividends paid to non-controlling shareholders in subsidiaries plus recharged capital expenditure receipts from Vodafone, gains/losses for disposal of fixed assets, and dividends received from joint ventures, and adjusted for changes in non- operating working capital and one-off and other items. One-off and other items comprise impairment losses, restructuring costs arising from discrete restructuring plans, and other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. These items are not a recognized term under IFRS. One-off and other items are subject to certain discretion in the allocation of various income and expenses and the application of discretion may differ from company to company. One-off and other items might also include expenses that will recur in future accounting periods. (6) Net Financial Debt is defined as long-term borrowings, short-term borrowings, borrowings from Vodafone Group companies and mark-to-market adjustments, less cash and cash equivalents and short-term investments and excluding lease liabilities. Net Financial Debt is a Non-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure.

13.3 The Vantage Towers Condensed Combined Interim Financial Statements 13.3.1 Background to the Establishment of the Vantage Towers Group In order to create Vantage Towers, Vodafone was required to separate its European tower infrastructure assets in Germany, Spain, Portugal, the Czech Republic, Hungary, Romania and Ireland (both legally and operationally) into a new stand-alone tower infrastructure business. In order to achieve a complete separation of these tower infrastructure assets from the other parts of the Vodafone Group, the tower infrastructure assets in each relevant market were grouped into a business unit within the Vodafone operating company in that market and then carved out of the operating company into a separate legal entity controlled by Vodafone, either by way of a hive-down, a demerger or otherwise. In a second step, each of these entities, except for the German Towers Business, which was assumed by the Company by way of the German Hive-Down, was transferred to CTHC, an indirect, wholly owned subsidiary of Vodafone Group Plc, via a share-for-share exchange. On November 19, 2020, Vodafone contributed its 33.2% shareholding in INWIT to CTHC, and on December 17, 2020, CTHC was acquired by the Company. On December 22, 2020, CTHC acquired 62% of Vantage Towers Greece, and on January 14, 2021, CTHC acquired the 50% shareholding in Cornerstone, at which point the process of establishing the Vantage Towers Group was completed. For the purposes of this Prospectus, references to the “Towers Business” are to the business carried out by Vodafone’s European tower infrastructure assets in Germany, Spain, Portugal, the Czech Republic, Romania, Hungary and Ireland prior to their separation into Vantage Towers. Vantage Towers Greece, and the equity investments in INWIT and Cornerstone, are not included within the definition of the Towers Business. The process by which Vantage Towers was established is referred to as the “Reorganization.” For more information on the Reorganization, see “3 Reorganization.”

13.3.2 Basis of Preparation of the Condensed Combined Interim Financial Statements This Prospectus contains: (i) audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 (the “Audited Six-Month Condensed Combined Interim Financial Statements”); and (ii) unaudited condensed combined interim financial statements as of and for the three months ended December 31, 2020 (the “Unaudited Three-Month Condensed Combined Interim Financial Statements” and, together with the Audited Six-Month Combined Interim Financial Statements, the “Condensed Combined Interim Financial Statements”). As of September 30, 2020, and December 31, 2020, respectively, the tower infrastructure assets that make up the Towers Business were under the common control of Vodafone Group Plc but were not under the direct control of a single company so as to form a consolidated group. As a result of the staged nature of the Reorganization, the effective date of the legal separation of the different tower infrastructure assets from the relevant Vodafone operating companies in which they were originally held took place on various dates between

106 March 18, 2020 and November 13, 2020. Following the contribution of the INWIT shareholding to CTHC and CTHC’s acquisition of the 62% shareholding in Vantage Towers Greece and the 50% shareholding in Cornerstone, both as described above, the Group was formed. Accordingly, the Condensed Combined Interim Financial Statements have been prepared on a combined basis in order to reflect the combined performance of the tower infrastructure assets that make up the Towers Business from the date they were legally separated from the relevant Vodafone operating company by which they were previously owned or, in the case of INWIT, contributed to CTHC or, in the case of Vantage Towers Greece and Cornerstone, acquired by CTHC. As a result, the Audited Six-Month Condensed Combined Interim Financial Statements do not reflect the results of Vantage Towers Greece, Vantage Towers Hungary, Vantage Towers Romania or the Group’s equity investment in INWIT because Vantage Towers Greece had not been incorporated, Vantage Towers Hungary and Vantage Towers Romania had not been legally separated and the Group’s equity investment in INWIT had not been contributed to Vantage Towers as of September 30, 2020. Neither the Audited Six-Month Condensed Combined Interim Financial Statements nor the Unaudited Three-Month Condensed Combined Interim Financial Statements reflect the results of the Group’s equity investment in Cornerstone because CTHC had not acquired the 50% shareholding in Cornerstone as of September 30, 2020 or December 31, 2020, respectively. See “13.3.3 Comparability of the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined Interim Financial Statements” below. The Condensed Combined Interim Financial Statements have been prepared on a historical cost basis, except for certain financial and equity instruments that have been measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The assets, liabilities and profit or loss of the entities comprising the Vantage Towers Group have been combined. All transactions and balances between entities included within the Group have been eliminated. Where there are transactions with Vodafone entities outside of the Vantage Towers Group, these transactions are disclosed as related party transactions in Note 8 to both the Audited Six-Month Condensed Combined Interim Financial Statements and the Unaudited Three-Month Condensed Combined Interim Financial Statements. Additional information on the scope and basis of preparation of the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined Interim Financial Statements is presented in Note 1 to both sets of financial statements.

13.3.3 Comparability of the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined Interim Financial Statements As the Reorganization took place in a staged manner as described above, the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined Interim Financial Statements do not represent the results of operations, financial position or cash flows of the Group (being the Company, its subsidiaries and its equity investments in INWIT and Cornerstone) had it operated as a stand-alone consolidated group since April 1, 2020. The entities within the Group have been included within the Condensed Combined Interim Financial Statements from the effective date of their legal separation from Vodafone, their incorporation or their contribution to, or acquisition by, CTHC, as applicable. The Audited Six-Month Condensed Combined Interim Financial Statements include the Group’s combined statement of financial position as of September 30, 2020 and the combined income statement and statement of cash flows of the Group for the six months then ended. The combined income statement and statement of cash flows for the six months ended September 30, 2020 reflect the results of: • Vantage Towers Spain from March 18, 2020; • Vantage Towers Germany (i.e., the Company) from May 25, 2020; • Vantage Towers Ireland from June 1, 2020; • Vantage Towers Portugal from July 16, 2020; and • Vantage Towers Czech Republic from September 1, 2020. The Audited Six-Month Condensed Combined Interim Financial Statements do not reflect the results of Vantage Towers Greece, Vantage Towers Hungary, Vantage Towers Romania or the Group’s shareholdings in INWIT or Cornerstone because Vantage Towers Greece had not been incorporated, Vantage Towers Hungary and Vantage Towers Romania had not been legally separated and the Group’s shareholdings in INWIT and

107 Cornerstone had not been contributed to Vantage Towers, in the case of INWIT, or acquired by CTHC, in the case of Cornerstone, as of September 30, 2020. The Unaudited Three-Month Condensed Combined Interim Financial Statements include the Group’s combined statement of financial position as of December 31, 2020 and the combined income statement and statement of cash flows of the Group for the three months then ended. The combined income statement and combined statement of cash flows for the three months ended December 31, 2020 reflect the results of: • Vantage Towers Germany (i.e., the Company), Vantage Towers Spain, Vantage Towers Ireland, Vantage Towers Portugal and Vantage Towers Czech Republic for the entire three-month period; • Vantage Towers Hungary from November 1, 2020; • Vantage Towers Romania from November 13, 2020; • the Group’s shareholding in INWIT from November 19, 2020; and • Vantage Towers Greece from December 22, 2020. CTHC, the intermediate holding company that the Company acquired on December 17, 2020, has been included in the Unaudited Three-Month Condensed Combined Interim Financial Statements from that date. Neither the Unaudited Three-Month Condensed Combined Interim Financial Statements nor the Audited Six-Month Condensed Combined Interim Financial Statements reflect the Group’s acquisition of its shareholding in Cornerstone, which became effective on January 14, 2021. As a result, neither the Unaudited Three-Month Condensed Combined Interim Financial Statements nor the Audited Six-Month Condensed Combined Interim Financial Statements is indicative of the results that would have been obtained by the Group if it had operated under the same legal structure during the periods presented. Furthermore, neither the Unaudited Three-Month Condensed Combined Interim Financial Statements nor the Audited Six-Month Condensed Combined Interim Financial Statements are directly comparable with the other financial information included in this Prospectus.

13.4 Segment Reporting The Group has four reporting segments, comprising Germany, Spain, Greece and Other European Markets. These reporting segments reflect the basis on which the Group manages its interests, and are reconciled to the Group’s combined interim financial statements in line with IFRS 8 “Operating Segments.” The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined that the Management Board is the chief operating decision maker. The Group has a single group of similar services and products, as discussed in detail herein. Revenue is attributed to a country or region based on the location of the tower assets and company reporting the associated revenue. Transactions between segments are charged at arms’-length prices. The Germany, Spain and Greece reporting segments include the Group’s operations in each of these jurisdictions, respectively. The Other European Markets reporting segment consists of the Group’s operations in the Czech Republic, Hungary, Ireland, Portugal and Romania.

13.5 The Vantage Towers Business Model Vantage Towers has a business model with clear and predictable structural growth drivers, consistent costs and high cash conversion.

13.5.1 Revenue Vantage Towers generates revenue by leasing space on its Sites and providing related services as well as by constructing new BTS Sites. The Group provides its services pursuant to long-term contractual arrangements with the Vodafone Group, its largest customer, other MNOs, and customers other than MNOs (referred to as “non-MNOs”). The Group earns inflation-linked revenues from its relationship with Vodafone and certain other MNOs. While the majority of the Group’s contracts with other MNO customers are not currently linked to inflation, the Group aims to include CPI escalators in its customer contracts as they expire and are renegotiated. The Group is seeking to further grow its revenues by adding new MNO customers as well as non-MNO customers to its Sites. Previously, Vodafone did not have a management team focused on the commercial development of the Passive Infrastructure assets that were separated out to form the Towers Business and therefore these assets received relatively little business development focus prior to the establishment of Vantage

108 Towers. The Group has other secured future revenue streams from BTS commitments made by the Vodafone Group and Wind Hellas in Greece. Vantage Towers provides its services under a combination of long-term contractual arrangements (e.g., MSAs and framework agreements) and ISAs. The long-term contractual arrangements set out the framework of principal commercial terms that govern the provision of Site space. The ISAs are separate and individual agreements (incorporating the provisions of the MSA) that govern the services provided by the Group on each relevant Site and include Site-specific information (e.g., location and equipment details). The Group provides its services to the Vodafone Group pursuant to the Vodafone MSAs, which have an initial term of eight years (until November 2028) and renew automatically following the expiration of their initial term for three additional eight-year terms, subject to the Vodafone Operator’s right, at the end of each term, not to extend the agreement. Under the terms of the Vodafone MSAs, Vantage Towers charges the Vodafone operator a tenant fee which includes a base service charge and additional service charges. See “13.6.2 Revenue from the Group’s Relationship with Vodafone” for additional information regarding these charges. The base service charges and the additional service charges vary annually by reference to an agreed consumer price index (“CPI”) that typically has a floor of 0% (other than in Germany where the floor is negative 2% to comply with legal requirements) and a cap of 2% (other than Hungary where the cap is 3%). Subject to these caps and floors, the payment provisions and associated escalators in the Vodafone MSAs mitigate the risk of deflation while providing strong protection from inflation within each market. See “13.6.9 Inflation” below. The Group generates revenue based on the different services it offers, including Macro Site revenue, other rental revenue, recharged capital expenditure revenue and energy and other revenue. The Group earns the vast majority of its revenue based on long-term contractual demand from Vodafone and other MNOs on Macro Sites. Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites. Fees are charged on a per Site basis, except in the case of certain Active Sharing Arrangements in Spain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a portfolio fee to all Sites. Under this portfolio fee structure, one overall fee is charged for all Sites. The fee enables a certain number of Sites to be decommissioned pursuant to the Active Sharing Arrangements within the relevant market with no impact on fees. The Group also earns ancillary revenue from a growing business providing Micro Sites and from providing energy and upgrade services to its customers. Other rental revenue represents revenue earned from renting space and providing services to tenants on Sites other than Macro Sites. Recharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgrades to existing Sites. Recharged capital expenditure revenue is recognized over the term of the associated MSA, resulting in deferred income recognition. The portion of deferred revenue is then released through the remaining term of the MSA. Virtually no recharged capital expenditure revenue was generated during the six months ended September 30, 2020 and the three months ended December 31, 2020; however, recharged capital expenditure revenue is expected to increase over time as the Vodafone MSAs have come into force. Energy and other revenue represents revenue earned from passive energy service charges and a de minimis amount of licensing revenue in Greece.

13.5.2 Costs The Group’s primary costs include ground lease costs and operating expenses, which include maintenance costs, staff costs, and other operating expenses.

13.5.2.1 Ground Lease Costs Ground lease costs are the Group’s single largest cost and its largest efficiency opportunity. As of December 31, 2020, 94% of the Group’s total Sites were leased at an average lease cost per Macro Site of approximately EUR 6,400, calculated by dividing the ground lease expense for the three months ended December 31, 2020 by the total number of Macro Sites as of December 31, 2020. On a segmental basis, average lease costs in Germany, Spain, Greece and Other European Markets calculated on the same basis were approximately EUR 5,000, EUR 8,000, EUR 12,000 and EUR 5,000, respectively. Ground lease costs comprise the rents that the Group pays to landlords to locate telecommunications infrastructure on the landlords’ property. GBTs typically have lower ground lease costs than rooftop towers (“RTTs”) due to the over-representation of RTTs in urban areas with less availability and more demand. For financial periods beginning on or after April 1, 2019, ground lease costs are recognized in line with the requirements of IFRS 16 “Leases,” which means they are reflected within the line items “depreciation on lease-related right of use assets” and “interest on lease liabilities” in the Group’s income statement.

109 A significant portion of the Group’s ground leases are linked to an inflation index. In addition, some of the Group’s ground leases, including in Germany, include adjustment provisions for certain events. The majority of these leases have a duration of more than five years, excluding rolling leases, providing the Group with visibility over its medium-term ground lease costs. The Group is partially protected against increases in rental fees at certain Sites by provisions in the Vodafone MSAs that pass a portion of rental increases over prescribed thresholds through to the Vodafone Group. Since the management team was established, the Group has begun to optimize its lease portfolio as described under “13.6.6 Ground Lease Optimization Initiatives.”

13.5.3 Operating Expenses The group’s operating expenses are composed of maintenance costs, staff costs, and other operating expenses, as defined below.

13.5.3.1 Maintenance Costs With the exception of Spain and Greece, the Group incurs maintenance costs in the Consolidated Markets from the Vodafone Group under the terms of the Long-Term Services Agreements, pursuant to which Vodafone enables the Group to access the services of third-party service providers with which the Vodafone Group has contracted through a small number of regional or national maintenance contracts in each market (except in the case of Romania, where maintenance services are provided directly by Vodafone Romania). With the exception of Spain and Romania, these contracts have been in place since before the Reorganization, and the O&M services provided under them are continuations of services provided prior to this time. The contracts relate to both Active Equipment and Passive Infrastructure because they were negotiated when the Group’s assets were operated as an integrated part of the Vodafone Group. However, the Group plans to negotiate stand-alone Passive Infrastructure O&M contracts directly with third-party service providers on a rolling basis as the current third-party service contracts come to an end. In Spain, Vantage Towers Spain incurs maintenance costs directly with a third-party service provider, and in Romania Vantage Towers incurs maintenance costs directly with Vodafone Romania. In Greece, maintenance costs are incurred from Victus. The Group has set out a roadmap to reduce maintenance costs by introducing remote management and predictive maintenance and management solutions and contract renegotiation. In July 2020, the Group introduced an initial version of TIMS (i.e., Tower Information Management System), which is the Group’s inventory management system in which Vantage Towers’ standardized processes are mapped. TIMS is expected to have full operational capabilities, including mobile workforce enablement, in August 2021. In addition, in the second half of 2021 the Group expects to conduct an initial roll out of Digital Twin, a software solution that provides a 3D digital representation of Sites to enable the Group and its customers to perform Site activity remotely, thereby reducing the need for, and costs of, Site visits. See “16.3.1.3 Best-in-Class Tools” and “16.3.3.3 Best-in-Class Operational Efficiency” for more information.

13.5.3.2 Staff Costs Staff costs include wages and salaries, social security contributions, accruals related to share based payments, retirement benefits and other contingencies, commitments or personal expenses. Staff costs also includes head office costs and other general costs. The Group is considering opportunities to increase staff cost efficiencies as it continues to establish the business’ stand-alone capabilities within an efficient and flexible organizational structure.

13.5.3.3 Other Operating Expenses Other operating expenses includes energy costs, costs related to the Transitional Services Agreements, Long-Term Services Agreements and Support Agreements (excluding those allocated to maintenance and staff) and other general and administrative costs. The Group incurs energy costs in relation to Active Energy, which is the energy consumed by Active Equipment, and Passive Energy, which is the energy consumed by the Group’s own Passive Infrastructure. Active Energy costs are passed through to the Group’s customers based on consumption with no margin for the Group and are therefore netted out of the Group’s income statement. Passive Energy costs are mostly offset by fixed annual fees per Site agreed every three years and charged in each of the Group’s markets, which result in de minimis margins for the Group. The Group is implementing a number of efficiencies to lower energy consumption and costs, including upgrading energy technology using energy-efficient rectifiers, free cooling systems and green solutions such as solar power installations at its Sites, and migrating its energy model onto a fully remote monitoring and metering system with the goal of installing energy meters on 80% of its Sites by 2023. In the case of Vodafone, the Passive Energy fixed fees per Site are subject to review every three years, enabling the Group to recover the savings from cost reductions associated

110 with its energy efficiency initiatives. In Greece, Vodafone procures power supply for each Site directly from energy suppliers. Costs under the Transitional Services Agreements, Long-Term Services Agreements and Support Agreements correspond to the services provided under these agreements. For a description of certain of these services, see “17.1 Material Contracts between the Vantage Towers Group and the Vodafone Group.” These and the remaining components of other operating expenses increase with inflation.

13.6 Key Factors Affecting the Group’s Results of Operations The Group believes that the factors discussed below have significantly affected the results of operations of the Towers Business in the past, and/or have had or will have a material impact on the Group’s results of operations, financial position and cash flow in future periods.

13.6.1 Demand for Mobile Telecommunications Services Demand for new Sites and additional tenancies on the Group’s Sites is primarily driven by densification requirements and coverage obligations which are in turn impacted by consumer and enterprise demand for mobile voice and data services as well as advances in technology such as the roll out of 5G. For an MNO to expand its network and improve quality as subscribers and data usage increase, it must maintain effective capacity to ensure network stability and a lack of congestion. This in turn requires that MNOs increase their tenancies by locating additional antennae equipment on existing Sites, contracting to build new Sites to ensure greater network coverage and density, or entering into sharing arrangements with other MNOs. Mobile data usage in Europe continues to grow rapidly given increasing smartphone use and the growing adoption of internet-based applications. In response to this growth, MNOs are deploying additional equipment on existing networks while also rolling out more advanced 5G mobile networks to address coverage and capacity needs. The Company estimates that this roll out will result in the percentage of total mobile connections in Western Europe that are 5G connections increasing from 2% in 2020 to 42% in 2024. Additionally, between 2020 and 2024, mobile data consumption is expected to grow 2.4 times, from 40,000 petabyte (“PB”) per year to 96,000 PB per year (Source: Company Internal Analysis). The Group anticipates increasing network densification after 2025 as MNOs’ existing network infrastructure is insufficient to provide adequate coverage for forecast levels of data usage. The Group expects that the need to densify networks in order to meet the range and capacity requirements of the high frequency spectrum used to deliver full 5G (which national governments are auctioning to further enable 5G coverage) will provide growth in demand for its Sites. The Group also expects that MNOs will increasingly need further tenancies to address short- to medium- term coverage obligations. In a number of the Group’s principal markets, as well as those of INWIT and Cornerstone, national regulators have established coverage obligations that require MNOs to provide network coverage of certain quality over certain areas. For example, in Germany, MNOs must provide coverage for 98% of households with more than 100Mbit per second download speed by 2022, road and rail coverage, 1,000 new 5G base stations and 500 base stations in “white spot” areas. These obligations are expected to drive significant roll out in underserved areas with Vodafone, Deutsche Telekom and Telefónica Deutschland having signed a letter of intent to coordinate the set-up and operation of 6,000 Sites in “white spot” areas (i.e., areas in which no MNO provides coverage) across rural areas and transportation routes. In addition, Deutsche Telekom and Vodafone have agreed (subject to competition and regulatory approvals) to improve coverage in “gray spot” areas (i.e., areas in which only one MNO provides coverage) via active sharing of approximately 3,600 Sites. On January 19, 2021, Telefónica announced that it had entered into letters of intent (subject to competition and regulatory approvals) with Deutsche Telekom and Vodafone to share their active networks in “gray spots.” Similarly, in Italy, MNOs are required to provide 5G network coverage to 80% of the population within three years (four years for new entrants) of auctioned spectrum becoming available in 2022 and 99.4% of the population within four and a half years. In the United Kingdom, an industry-led Shared Rural Network (the “SRN”) provides for individual MNO coverage commitments that have replaced government coverage obligations on 700MHz spectrum at the next auction. The SRN aims to extend combined 4G coverage to 95% of the United Kingdom by the end of 2025. The coverage commitments of one of Cornerstone’s anchor tenants, Vodafone UK, cover an additional 90,000 premises (total MNO commitments of 280,000) and 8,500 additional kilometers of roads (total MNO commitments of 16,000 kilometers). In Spain, the 700MHz spectrum auction is expected to take place during the first half of 2021. It is proposed that the auction will include coverage obligations requiring 100% coverage for towns of more than 20,000 inhabitants within three years, as well as to

111 motorways, dual carriageways and multi-lane roads, and high-speed railway passenger stations. In Portugal, a 5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021, while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in the first quarter of 2021. MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95% of the country’s total population by 2025. In Greece, new obligations attaching to the 2GHz, 3.5GHz, 26GHz and 700MHz auctions held in December 2020 include population coverage within the first three years, a 100 Mbps minimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 3.4-3.8 GHz spectrum. Voluntary 5G coverage obligations are being expanded in Hungary and are already in place in the Czech Republic. They are also expected to be applied to upcoming spectrum auctions in Romania and Ireland. Vantage Towers added approximately 1,400 net tenancies to its Macro Sites between March 31, 2020 and December 31, 2020. The Group estimates that approximately 57,000 new points of presence on Macro Sites (“PoPs,” which the Group refers to as tenancies) will be required in its Consolidated Markets by March 31, 2025 to address coverage obligations and, to a lesser extent, densification needs. For additional information, see “15 Industry Overview.“

13.6.2 Revenue from the Group’s Relationship with Vodafone Members of Vantage Towers have entered into MSAs with members of the Vodafone Group in each of the markets in which Vantage Towers operates which provide consistent CPI-linked revenues that support the Group’s margins. While the Vodafone MSAs vary from market to market, their key provisions are broadly the same. As discussed further below, the terms of the Vodafone MSAs provide Vantage Towers with a high degree of visibility and predictability over its future revenues and cash flows, and the Company believes that the recurring nature of the payments under these Vodafone MSAs will support the stability and growth of the Group’s revenues and cash flows over the medium and long term. The Vodafone MSAs have been entered into for an initial term of eight years (until November 2028), and renew automatically following the expiration of their initial term for three additional eight-year terms, subject to the Vodafone Operator’s right, at the end of each term, not to extend the agreement. Under the terms of the Vodafone MSAs, Vantage Towers charges a tenant fee to Vodafone for use of its Sites and related services. This includes a base service charge and additional service charges. The additional service charges include charges for services provided on Sites that Vodafone has designated as Strategic Sites (if applicable), Sites that Vodafone has designated as Critical Sites and Sites subject to Active Sharing Arrangements. If a tenancy is added to a Site, the Vodafone Operator receives an additional tenant discount to its base service charge unless the tenant was colocating on the Site at the effective date of the Vodafone MSA and is installing more Active Equipment or renewing its Site agreement. Other than in Greece (where the discount does not apply) and within certain Central and Eastern European markets (where the discount is lower), the additional tenant discount is 15% of the original anchor fee. This additional tenant discount does not apply to Vodafone’s partners, Deutsche Telekom and Telefónica Deutschland, sharing on German “white spot” Sites or to additional active sharing counterparties on any Site. Over the medium term, the Company expects the impact of anchor tenant discounts on revenue to be less than EUR 10 million per year. A “Strategic Site” is a Site that is of strategic importance to a Vodafone Operator from a network management perspective. Vodafone has consent rights over other MNOs colocating on Strategic Sites. As of December 31, 2020, approximately 3% of the Group’s Sites were designated as Strategic Sites. A “Critical Site” is a Site subject to higher service levels. A Site can be designated as both a Strategic Site and a Critical Site. For further information, see “17.1.2.9 Strategic Sites” and “17.1.2.10 Critical Sites.” The Group also receives additional service charges to recover portions of ground rent increases over stipulated thresholds (input cost recovery) and if Vodafone requires additional space, weight or power at a Site over and above the configuration reserved under a Vodafone MSA (loading charges). The base service fees and the additional service charges vary annually by reference to an agreed CPI as described under “13.5 The Vantage Towers Business Model” above. The Group also receives charges for Active Energy and Passive Energy services. For the six months ended September 30, 2020 and the three months ended December 31, 2020, the Group generated revenue of EUR 232 million and EUR 187 million, respectively, from Vodafone. For the six months ended September 30, 2020 and the three months ended December 31, 2020, revenue from Vodafone principally comprised Macro Site revenue in Germany. As part of the Vodafone BTS Commitment, Vodafone has also committed to contract for the construction of approximately 6,850 new BTS Sites from Vantage Towers that the Group believes provide it with additional visibility on future revenue growth. See “13.6.5 Number of Sites” below. The pricing of new standard configuration BTS Sites under the Vodafone BTS Commitment is expected to be in line with existing anchor

112 fees for standard configuration Macro Sites under the Vodafone MSAs, except in the case of the approximately 2,000 Macro Sites to be built in remote “white spot” areas in Germany on which a single fee representative of one anchor fee and one third-party fee is expected to be charged. Such a “white spot fee” will be higher than the Group’s other fees due to three tenants being colocated on each Macro Site and these Macro Sites having higher construction costs. There is built-in protection for Vantage Towers if new BTS Site capital expenditure costs exceed certain thresholds in the form of a recharge back to Vodafone. Vantage Towers has preferred supplier status under the terms of the Vodafone MSAs for any Vodafone Sites over and above the Vodafone BTS Commitment.

13.6.3 Revenue from Other Customers In addition to the revenue generated from the Vodafone MSAs, the Group also benefits from strong revenue visibility and predictability from long-term contractual commitments with its other MNO customers, which include the leading MNOs in each of its markets, and from agreements with a number of non-MNOs. The Group’s contracts with other MNOs have a typical duration of eight years, and the majority include automatic rollover or extension clauses that are either long-term or without limitation. The annual payments vary depending upon numerous factors, such as the number of Sites related to the contracts, Site location and classification (including height), the configuration of equipment on the Site, and ground space required by the customer. Approximately one-third of the Group’s contracts with other MNO customers are linked to inflation and the Group aims to include CPI escalators in its customer contracts as they expire and are renegotiated. In Greece, as part of its contractual arrangements with the Group Wind Hellas has committed to contract for the construction of 250 new BTS Sites and to use Vantage Towers Greece as its preferred supplier for Sites, subject to certain limited exceptions, providing the Group with further visibility on its revenue growth. Between April 1, 2020 and December 31, 2020, the Group added approximately 1,100 non-Vodafone tenancies, of which approximately 600 were tenancies from the Active Sharing Arrangement in Spain. For the six months ended September 30, 2020 and the three months ended December 31, 2020, the Group generated revenue of EUR 33 million and EUR 25 million, respectively, from customers other than Vodafone. For the six months ended September 30, 2020 and the three months ended December 31, 2020, revenue from customers other than Vodafone principally comprised Macro Site revenue.

13.6.4 Tenancy Ratio and Impact of Colocations The Group’s operating leverage is supported by the addition of new tenancies. Prior to the establishment of Vantage Towers, there was limited focus on adding new tenants to the Towers Business. As a dedicated mobile telecommunications tower infrastructure operator, the Group is aiming to increase its tenancy ratios and its returns by adding new tenants on its Sites and installing new Active Equipment for its customers. The Group is actively seeking to generate additional revenues and improve its margins by attracting new customers (also referred to as “tenants”), whether MNOs or non-MNOs, onto its Sites with relatively low additional cost. Due to the relatively fixed nature of the Group’s costs, if the Group attracts additional tenants or adds additional Active Equipment to its Sites, it can generate higher margins and create significant value for the business. Tenancies can be physical tenancies (i.e., when a customer locates its Active Equipment on a Site) or active sharing tenancies (i.e., when a customer shares its Active Equipment on a Site with a counterparty under an active sharing agreement). Where more than one customer is physically hosted on a single Site, this is known as colocation. By colocating additional physical tenants on its Sites or adding active sharing tenancies, the Group increases its tenancy ratio. The Group defines tenancy ratio as the total number of tenancies (including physical tenancies and active sharing tenancies) on the Group’s Macro Sites divided by the total number of Macro Sites. Therefore, the Group’s tenancy ratio counts two tenancies where the physical tenant (Vodafone or another MNO) is actively sharing on a Macro Site. While the Group’s anchor tenant receives discounts to its Site fees for new MNO colocations on a Site (except in Greece where there are no discounts to base service charges), the colocation fees charged to new tenants are such that they more than offset any such discount resulting in an overall increase in revenue and Adjusted EBITDA for such Site, with the majority of the expected economic benefit of the additional colocation being received by the Group. The Group has good visibility on the drivers of tenancy growth in the medium term. The Company expects that between the twelve months ended March 31, 2020 and the twelve months ending March 31, 2030, coverage obligations, densification needs, and new entrants will add approximately 90,000 incremental PoPs in the countries in which the Group operates. 57,000 of these PoPs are expected to be located in Germany and 12,000 are expected to be located in Spain, with the remaining 22,000 coming from Greece and Other European Markets. In the medium-term, the Company is targeting a tenancy ratio of over 1.50x, with BTS

113 commitments and white spot obligations (as described below) expected to represent a significant portion of tenancy growth and key potential upsides coming from colocating new tenants on German RTT Sites. The Company aims to reach its medium-term tenancy ratio target through a combination of the over 13,400 tenancies for which it had commitments in November 2020 and uncommitted market tenancies. Of its committed tenancies, the Company expects to add approximately 7,700 new tenancies by March 31, 2026, including approximately 550 tenancies on new Sites commissioned during the twelve months ending March 31, 2021 and approximately 7,100 tenancies on new BTS Sites built in response to BTS Site commitments. See “13.6.5 Number of Sites” below for more information. One of the principal drivers of growth in Vantage Towers’ physical tenancies is expected to be the plan between Vodafone, Deutsche Telekom and Telefónica Deutschland to coordinate the set-up and operation of 6,000 Sites in “white spot” areas across rural areas and transportation routes in Germany. For the Group, each of the new Sites that it expects to build pursuant to this plan will host three MNOs, including Vodafone, equating to three physical tenancies on each Site and 6,000 secured tenancies. 2,000 of these “white spot” tenancies are part of Vodafone’s BTS commitment and therefore included in the 7,100 new tenancies from BTS Site commitments. In addition to these 11,700 committed tenancies, the Group expects to add 1,700 committed tenancies net of the expected decommissioning of approximately 900 Sites in Spain and approximately 500 Sites in Other European Markets. The majority of these tenancies are expected to come from Active Sharing Arrangements. Under Active Sharing Arrangements between Vodafone and Orange in Spain, Vantage Towers applies a portfolio fee structure instead of the per Site fee structure used in almost all of its other Consolidated Markets. While Vantage Towers expects to decommission Sites as a result of the Active Sharing Arrangements in Spain, it expects an offsetting increase of more than 1,900 tenancies upon the full implementation of these arrangements, resulting in around 1,000 net secured tenancies in Spain and an overall increase in revenue in the medium term. After accounting for other Site decommissionings in Spain that are unrelated to active sharing, the remaining committed tenancies result from Active Sharing Arrangements in Other European Markets (net of decommissioned Sites). See “13.6.5 Number of Sites.” During the nine months ended December 31, 2020, the Group added approximately 1,400 net tenancies to its Macro Sites, increasing its total tenancies to approximately 63,700 tenancies as of the end of the period. Of this amount, approximately 500 tenancies were not committed in November 2020. As a result, the Group secured approximately a quarter of the non-committed tenancies that it expects to require to achieve its medium-term tenancy ratio target of over 1.50x. The Company expects its growth to increase as new tenancies begin to contribute and its BTS program builds to run rate. See “13.6.5 Number of Sites” below. As of December 31, 2020, the Group’s average tenancy ratio in its Consolidated Markets was 1.39x compared to 1.37x as of March 31, 2020. The table below sets out the tenancy ratios in each of the Group’s markets, and those of INWIT and Cornerstone, as of the dates indicated.

As of March 31, December 31, 2020(1) 2020 (x) Markets by Segment Germany ...... 1.20 1.21 Spain ...... 1.60 1.68 Greece(2) ...... 1.61 1.64 Other European Markets Portugal ...... 1.21 1.22 Czech Republic ...... 1.09 1.09 Romania ...... 2.01 2.01 Hungary ...... 1.38 1.41 Ireland ...... 1.54 1.55 Total Other European Markets ...... 1.34 1.38 Total ...... 1.37 1.39 Co-Controlled Joint Ventures Italy(3) ...... 1.80 1.85(4) United Kingdom(5) ...... 2.01 2.01 Total ...... 1.61 1.62

Notes: (1) Tenancy ratios as of March 31, 2020 are presented as if the Reorganization had completed as of that date.

114 (2) Reflects Vantage Towers Greece, the combined towers businesses of Vodafone Greece and Wind Hellas, on a fully consolidated basis. See “3 Reorganization.” (3) Reflects 100% of INWIT’s Sites. Figures are based on information that has been made publicly available by INWIT. (4) INWIT as of September 30, 2020. (5) Reflects 100% of Cornerstone’s Sites.

13.6.5 Number of Sites The Group’s results are impacted by the number of Sites in its portfolio. In addition to generating revenue from providing space on its Sites and related services, the Group also receives revenue from new Sites. New Sites constructed during the course of a financial year earn revenue from the point of commissioning, meaning that a Site typically does not generate full run-rate revenue until the financial year after it is commissioned. As of December 31, 2020, the Group’s Site portfolio, including those of INWIT and Cornerstone, comprised approximately 82,000 Macro Sites and approximately 7,100 Micro Sites. The Group has a total of approximately 7,100 committed new BTS Sites across its markets. Of the total committed Sites, the Vodafone Group has committed to contract for the construction of approximately 6,850 new BTS Sites, as part of the Vodafone BTS Commitment. Approximately 5,500 of these Sites are expected to be located in Germany, of which approximately 2,000 are expected to provide coverage as part of the plan between Vodafone, Deutsche Telekom and Telefónica Deutschland to coordinate the set-up and operation of 6,000 Sites in “white spot” areas. The Vodafone BTS Commitment is a take-or-pay arrangement under which Vodafone has the ability to defer the roll out of up to 10% of the committed BTS Sites into the twelve months ending March 31, 2027. Approximately 1,100 BTS Sites to be built pursuant to Vodafone’s BTS Commitment are divided between Spain and Other European Markets, Vodafone and Wind Hellas have each committed to contract for the construction of 250 BTS Sites in Greece (500 BTS Sites in total). Roll out is expected to reach run-rate during the twelve months ending March 31, 2023. Once these committed new BTS Sites are delivered, the Company expects to generate incremental Adjusted EBITDAaL of approximately EUR 130 million by March 31, 2027. As the Group deploys these committed new BTS Sites and continues to add new tenancies, the Company continues to target margins in the high fifty percentages in the medium term; however, these initiatives are not expected to have a meaningful impact on Adjusted EBITDAaL margins until the twelve months ending March 31, 2023. To finance the construction of the new BTS Sites, the Company expects to invest EUR 1 billion between April 1, 2021 and March 31, 2026. Based on forecast demand for new Sites due to coverage requirements and densification needs, from April 1, 2026, the Company expects that the Group’s share of BTS demand is likely to be between 500 and 700 Sites per year without accounting for new coverage obligations or 6G roll out. Under the Vodafone MSAs, Vantage Towers has a right of first offer on Vodafone BTS Sites over and above the Vodafone BTS Commitment. The Group believes that its future growth will depend on its ability to selectively build new BTS Sites in the future and, potentially, to identify and consummate additional Site acquisitions. Sites that are decommissioned and not replaced can, in some circumstances, reduce the Group’s revenue and margins. In Spain, approximately 900 Sites are expected to be decommissioned, the majority of which as a result of the Active Sharing Arrangement entered into between Vodafone and Orange. In Other European Markets, approximately 500 Sites are expected to be decommissioned in the medium term, mostly relating to Active Sharing Arrangements. However, as discussed above, the Group expects an offsetting increase in tenancies upon the full implementation of these arrangements, resulting in an overall increase in revenue. Vodafone will pay the costs of the Site decommissionings related to the Active Sharing Arrangements, meaning that they will not impact the Group’s margins. During the nine months ended December 31, 2020, the Group added approximately 450 new BTS Sites to its portfolio, approximately 350 of which were located in Germany. The Group expects to deploy a further 100 new BTS Sites during the three months ending March 31, 2021 to achieve its target of deploying approximately 550 new BTS Sites during the twelve months ending March 31, 2021. The Group has also progressed its planned decommissioning programs in Spain and Other European Markets, with approximately 200 Sites decommissioned during the nine months ended December 31, 2020. As discussed above, these decommissionings are provided for under portfolio fee mechanisms meaning revenue has not been negatively impacted while operating costs have been reduced.

13.6.6 Ground Lease Optimization Initiatives Ground leases (calculated as the sum of depreciation on the right of use assets and interest on lease liabilities) are the Group’s largest efficiency opportunity, representing approximately 56% of the Group’s costs

115 (total costs excluding taxation and one-off and other items) during the six months ended September 30, 2020 and approximately 53% during the three months ended December 31, 2020. To optimize its ground lease costs, the Group has established dedicated internal teams in each market to identify potential buy-out targets and to oversee its leases and landlord management. Pursuant to the ground lease optimization program, the Group is seeking to reduce its ground lease costs by selectively acquiring land on which certain of its Sites are located or the long-term RoU assets in respect of such land or property (typically between 10 and 30 years) on margin accretive terms. The Group believes that the ground lease optimization program will allow it to increase tenancies on a number of its RTTs by removing restrictions under certain of its leases and will protect the Group from companies seeking to consolidate land ownership in order to increase lease costs. The Group assesses land or long-term RoU acquisitions based on internal rates of return and return on capital employed alongside other factors, including the strategic nature of the Sites and the ability to unlock active sharing and passive sharing opportunities. The Group has budgeted for at least EUR 200 million of ground lease capital expenditure over the medium term, subject to achieving appropriate returns. The first phase of the ground lease optimization program is being rolled out over the next five financial years and targets approximately 10% of the Group’s current Sites. The Company has identified approximately 900 initial priority Sites in key markets for the ground lease optimization program. See “16.3.3.3 Best-in-Class Operational Efficiency.” In addition to acquiring land or RoU assets, the Group has also begun to optimize its lease portfolio through the active renegotiation of leases where possible and advantageous to do so, in some cases offering landlords longer lease terms in exchange for reduced rental costs.

13.6.7 Capital Expenditure The Group’s capacity to maintain a high level of service depends on its ability to develop, expand and maintain its infrastructure. The Group classifies its capital expenditure into four main categories, (i) maintenance capital expenditure; (ii) growth capital expenditure, which includes new Site capital expenditure, ground lease optimization capital expenditure and other growth capital expenditure; (iii) non- recurring capital expenditure and (iv) recharged capital expenditure. Maintenance capital expenditure consists of capital expenditure required to maintain and continue the operation of the existing tower network and other Passive Infrastructure (excluding capital investment in new Sites or other growth initiatives). New Site capital expenditure is capital expenditure in connection with the construction of new BTS Sites (“new Site capital expenditure”). The cost of constructing new BTS Sites may vary depending on a number of factors, including, but not limited to, Site type, location, terrain and regulatory approvals; however, the Group has some protection against higher construction costs as part of the Vodafone MSAs. Ground lease optimization capital expenditure is capital expenditure on the ground lease optimization program (“ground lease optimization capital expenditure”). Other growth capital expenditure comprises capital expenditure linked to initiatives to grow earnings, including, but not limited to, upgrade capital expenditure to enable non-Vodafone tenancies, efficiencies investments and DAS/indoor Small Cell roll out, as well as the residual portion of capital expenditure in connection with upgrades to existing Sites that is not recharged directly to tenants (“other growth capital expenditure”). Recharged capital expenditure comprises capital expenditure in connection with upgrades to existing Sites recharged to tenants (“recharged capital expenditure”). Other non-recurring capital expenditure includes capital expenditure on IT transformation, infrastructure and research and development as well as investment in energy infrastructure. Under the terms of the Vodafone MSAs and some of its other customer agreements, the Group receives revenue from recharges of capital expenditure in connection with upgrades to existing Sites recharged to Vodafone Operator following the provision of upgrade services up to standard configuration on Sites. Going forward, the Group may also receive recharges of capital expenditure from its other MNO customers. See “13.9.3 Capital Expenditure” for information on the Group’s historical and expected capital expenditure.

13.6.8 Performance of INWIT and Cornerstone The Group’s shareholdings in INWIT and Cornerstone are accounted for under the equity method, except for in the Audited Six-Month Condensed Combined Interim Financial Statements as the Group’s shareholdings in INWIT and Cornerstone had not been contributed to Vantage Towers as of September 30, 2020. The shareholding in INWIT is accounted for under “investments in joint ventures” in the combined statement of financial position and under “share of results of equity accounted joint ventures” in the combined income statement in the Unaudited Three-Month Condensed Combined Interim Financial Statements. The Group’s shareholding in Cornerstone is not accounted for in the Unaudited Three-Month Condensed Combined Interim Financial Statements because the effective date of CTHC’s acquisition of its 50% shareholding in Cornerstone

116 was January 14, 2021. Both the Group’s shareholding in INWIT and its shareholding in Cornerstone will be accounted for under “investments in joint ventures” in the Group’s consolidated statement of financial position and under “share of results of equity accounted joint ventures” in the Group’s consolidated income statement going forward. The Group’s results are impacted by the operational performance of these investments. INWIT’s operational performance and Cornerstone’s operational performance are impacted by various factors, including changes in the revenue derived from their anchor tenants, Telecom Italia and Vodafone Italia SpA (“Vodafone Italy”) in the case of INWIT and Vodafone UK and Telefónica UK in the case of Cornerstone, demand for telecommunications services in Italy or the United Kingdom, respectively, particularly as a result of the COVID-19 pandemic, and as a result of changes in the market, entry of new potential competitors in the fixed- line and mobile sphere, and/or potential governmental procedures or constraints delaying the implementation of new strategies. Cornerstone’s operational performance is also expected to be impacted by the UK Electronic Communications Code (“ECC”) as a result of its impact on the Group’s ground lease costs. Changes in INWIT’s or Cornerstone’s operational performance and thereby results due to these factors would in turn have an impact on the Group’s share of results of equity accounted joint ventures and thereby its profit for the period.

13.6.9 Inflation The Group has contractual escalators linked to CPI in each of the Vodafone MSAs, which provide it with stable margins. While the majority of the Group’s contracts with other MNO customers are not currently linked to inflation, the Group aims to include CPI escalators in its customer contracts as they expire and are renegotiated. The Group’s results of operations are therefore protected to a large degree from the impact of inflation and deflation, which helps it better predict future cash flows. The contractual escalators related to inflation are typically linked to the CPI in the countries in which the Group operates and are applied once a year based on the preceding twelve-month period for the succeeding twelve months. In the twelve months ending March 31, 2022, the Vodafone MSA increase has been contractually agreed. As noted above, in the case of the Vodafone MSAs, the CPI escalators are subject to caps and floors which differ to some degree from market to market and contract to contract. The base service charges and the additional service charges vary annually by reference to an agreed consumer price index that typically has a floor of 0% (other than in Germany where the floor is negative 2% to comply with legal requirements) and a cap of 2% (other than Hungary where the cap is 3%). The following table sets out the Vodafone MSA CPI escalators for the twelve months ending March 31, 2021 and 2022, respectively.

Twelve months ending March 31, 2021(1) 2022(2) (unaudited) (unaudited) (%) Germany ...... 1.5 1.0 Spain ...... 0.6 1.0 Greece ...... 0.2 0.0 Other European Markets ...... 1.1 1.7

Notes: (1) Vodafone MSA rates for the twelve months ending March 31, 2021 have been deflated by a CPI rate by market for the purposes of an implied rate for the twelve months ended March 31, 2020. (2) Vodafone MSA rates for the twelve months ending March 31, 2022 have been contractually agreed.

117 13.7 Results of Operations—Combined Income Statement 13.7.1 Three Months Ended December 31, 2020 The table below sets forth the Group’s income statement on a combined basis for the three months ended December 31, 2020.

Three months ended December 31, 2020 (unaudited) (EUR millions) Revenue ...... 211 Maintenance costs ...... (10) Staff costs ...... (6) Other operating expenses ...... (15) Depreciation on lease-related right of use assets ...... (50) Depreciation on other property, plant and equipment ...... (22) Operating profit ...... 108 Interest on lease liabilities ...... (14) Other finance costs ...... (3) Other expenses ...... (25) Share of results of equity accounted joint ventures ...... 2 Profit before tax ...... 69 Income tax expense ...... (19) Profit for the period ...... 50

13.7.1.1 Revenue The Group’s revenue for the three months ended December 31, 2020 was EUR 211 million and consisted of EUR 201 million of Macro Site revenue, EUR 4 million of other rental revenue, EUR 5 million of energy and other revenue, and EUR 2 million of recharged capital expenditure revenue.

13.7.1.2 Revenue by Segment The table below sets forth the Group’s revenue by segment for the three months ended December 31, 2020.

Three months ended December 31, 2020 (unaudited) (EUR millions) Germany ...... 119 Spain ...... 42 Greece ...... 8 Other European Markets ...... 42 Total ...... 211

13.7.1.3 Maintenance Costs The Group’s maintenance costs for the three months ended December 31, 2020 was EUR 10 million and related primarily to maintenance of Macro Sites at an average maintenance cost per Site of approximately EUR 800.

13.7.1.4 Staff Costs The Group’s staff costs for the three months ended December 31, 2020 was EUR 6 million and consisted primarily of EUR 6 million of wages and salaries.

118 13.7.1.5 Other Operating Expenses The Group’s other operating expenses for the three months ended December 31, 2020 was EUR 15 million and consisted primarily of passive energy costs, IT costs and central costs.

13.7.1.6 Depreciation on Lease-Related Right of Use Assets Depreciation on lease-related right of use assets is depreciation in relation to the Group’s lease arrangements as required by IFRS 16. The Group’s depreciation on lease-related right of use assets for the three months ended December 31, 2020 was EUR 50 million.

13.7.1.7 Depreciation on Other Property, Plant and Equipment Depreciation on other property, plant and equipment is depreciation of land and Passive Infrastructure assets, primarily made up of towers and other Passive Infrastructure assets such as electricity substations and cables. The Group’s depreciation on property, plant and equipment for the three months ended December 31, 2020 was EUR 22 million.

13.7.1.8 Operating Profit The Group’s operating profit for the three months ended December 31, 2020 was EUR 108 million.

13.7.1.9 Interest on Lease Liabilities The Group’s interest on lease liabilities, calculated in accordance with IFRS 16, was EUR 14 million for the three months ended December 31, 2020.

13.7.1.10 Other Finance Costs The Group incurred other finance costs of EUR 3 million for the three months ended December 31, 2020.

13.7.1.11 Share of Results of Equity Accounted Joint Ventures The Group’s share of results of equity accounted joint ventures for the three months ended December 31, 2020 was EUR 2 million and consisted of income from the Group’s equity investment in INWIT.

13.7.1.12 Profit Before Tax The Group’s profit before tax for the three months ended December 31, 2020 was EUR 69 million.

13.7.1.13 Income Tax Expense The Group’s income tax expense for the three months ended December 31, 2020 was EUR 19 million. The Group’s effective tax rate, calculated by dividing income tax expense by profit before tax, for the three months ended December 31, 2020 was 27%.

13.7.1.14 Profit for the Period The Group’s profit for the period for the three months ended December 31, 2020 was EUR 50 million due to the items described above.

13.7.1.15 Adjusted EBITDAaL Set forth below is the Group’s Adjusted EBITDAaL and the Group’s Adjusted EBITDAaL by segment for the three months ended December 31, 2020. Adjusted EBITDAaL is a Non-IFRS Measure on a combined basis and should not be considered as an alternative to the historical financial results or other indicators of the Group’s performance based on IFRS measures. See “2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis” and “11.2 Reconciliation of Non-IFRS Measures” for more detail on Adjusted EBITDAaL and other Non-IFRS Measures on a combined basis. The Group’s Adjusted EBITDAaL for the three months ended December 31, 2020 was EUR 115 million. Of this amount, EUR 69 million was from Germany, EUR 19 million was from Spain, EUR 4 million was from Greece and the remaining EUR 22 million was from Other European Markets.

119 13.7.2 Six Months Ended September 30, 2020 The table below sets forth the Group’s income statement on a combined basis for the six months ended September 30, 2020.

Six months ended September 30, 2020 (audited) (EUR millions) Revenue ...... 265 Maintenance costs ...... (10) Staff costs ...... (6) Other operating expenses ...... (18) Depreciation on lease-related right of use assets ...... (61) Depreciation on other property, plant and equipment ...... (29) Operating profit ...... 142 Interest on lease liabilities ...... (19) Other finance costs ...... (0) Other expenses ...... (1) Profit before tax ...... 122 Income tax expense ...... (34) Profit for the period ...... 88

13.7.2.1 Revenue The Group’s revenue for the six months ended September 30, 2020 was EUR 265 million and primarily consisted of EUR 257 million of Macro Site revenue, EUR 2 million of other rental revenue, and EUR 5 million of energy and other revenue.

13.7.2.2 Revenue by Segment The table below sets forth the Group’s revenue by segment for the six months ended September 30, 2020.

Six months ended September 30, 2020 (audited) (EUR millions) Germany ...... 161 Spain ...... 79 Other European Markets ...... 25 Total ...... 265

13.7.2.3 Maintenance Costs The Group’s maintenance costs for the six months ended September 30, 2020 was EUR 10 million related primarily to maintenance of Macro Sites at an average maintenance cost per Site of approximately EUR 800.

13.7.2.4 Staff Costs The Group’s staff costs for the six months ended September 30, 2020 was EUR 6 million and consisted primarily of EUR 5 million of wages and salaries.

13.7.2.5 Other Operating Expenses The Group’s other operating expenses for the six months ended September 30, 2020 was EUR 18 million and consisted primarily of passive energy costs, IT costs and central costs.

120 13.7.2.6 Depreciation on Lease-Related Right of Use Assets Depreciation on lease-related right of use assets is depreciation in relation to the Group’s lease arrangements as required by IFRS 16. The Group’s depreciation on lease-related right of use assets for the six months ended September 30, 2020 was EUR 61 million.

13.7.2.7 Depreciation on Other Property, Plant and Equipment Depreciation on other property, plant and equipment is depreciation of land and Passive Infrastructure assets, primarily made up of towers and other Passive Infrastructure assets such as electricity substations and cables. The Group’s depreciation on other property, plant and equipment for the six months ended September 30, 2020 was EUR 29 million.

13.7.2.8 Operating Profit The Group’s operating profit for the six months ended September 30, 2020 was EUR 142 million.

13.7.2.9 Interest on Lease Liabilities The Group’s interest on lease liabilities, calculated in accordance with IFRS 16, was EUR 19 million for the six months ended September 30, 2020.

13.7.2.10 Other Expenses The Group incurred other expenses of EUR 1 million for the six months ended September 30, 2020.

13.7.2.11 Profit Before Tax The Group’s profit before tax for the six months ended September 30, 2020 was EUR 122 million.

13.7.2.12 Income Tax Expense The Group’s income tax expense for the six months ended September 30, 2020 was EUR 34 million. This included EUR 15 million of deferred tax expense primarily in relation to tax losses carried forward in Germany. The Group’s effective tax rate, calculated by dividing income tax expense by profit before tax, for the six months ended September 30, 2020 was 28%.

13.7.2.13 Profit for the Period The Group’s profit for the period for the six months ended September 30, 2020 was EUR 88 million due to the items described above.

13.7.2.14 Adjusted EBITDAaL Set forth below is the Group’s Adjusted EBITDAaL and the Group’s Adjusted EBITDAaL by segment for the six months ended September 30, 2020. Adjusted EBITDAaL is a Non-IFRS Measure on a combined basis and should not be considered as an alternative to the historical financial results or other indicators of the Group’s performance based on IFRS measures. See “2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis” and “11.2 Reconciliation of Non-IFRS Measures” for more detail on Adjusted EBITDAaL and other Non-IFRS Measures on a combined basis. The Group’s Adjusted EBITDAaL for the six months ended September 30, 2020 was EUR 152 million. Of this amount, EUR 104 million was from Germany, EUR 34 million was from Spain and the remaining EUR 13 million was from Other European Markets.

121 13.8 Discussion of Combined Statement of Financial Position The table below sets forth an overview of the Group’s statement of financial position on a combined basis as of the dates shown.

As of September 30, December 31, 2020 2020 (audited) (unaudited) (EUR millions) Non-current assets Goodwill and intangible assets(1) ...... 3,097 3,446 Property, plant and equipment ...... 2,148 2,847 Investments in joint ventures ...... — 2,918 Deferred tax assets ...... 25 18 Trade and other receivables ...... 4 9 Total non-current assets ...... 5,273 9,239 Current assets Receivables due from related parties ...... 392 1,127 Trade and other receivables ...... 37 41 Cash and cash equivalents ...... 3 6 Total current assets ...... 432 1,175 Total assets ...... 5,706 10,414 Equity Net investment of parent ...... 3,442 4,948 Non-controlling interests ...... — 55 Total equity ...... 3,442 5,003 Non-current liabilities Lease liabilities ...... 1,466 1,786 Provisions ...... 275 309 Post employment benefits ...... 0 1 Deferred tax liabilities ...... 0 18 Payables due to related parties ...... 104 195 Trade and other payables ...... 5 3 Total non-current liabilities ...... 1,850 2,312 Current liabilities Lease liabilities ...... 72 263 Current income tax liabilities ...... 20 24 Provisions ...... 11 17 Payables due to related parties ...... 171 2,633 Trade and other payables ...... 141 160 Overdrafts ...... — 3 Total current liabilities ...... 414 3,099 Total liabilities ...... 2,264 5,411 Total equity and liabilities ...... 5,706 10,414

Note: (1) Referred to as “Goodwill” in the Audited Six-Month Condensed Combined Interim Financial Statements.

13.8.1 Non-Current Assets The Group’s non-current assets consists of goodwill and intangible assets, property, plant and equipment, investments in joint ventures, deferred tax assets and trade and other receivables. The Group’s non-current assets increased by EUR 3,966 million, or 75%, from EUR 5,273 million as of September 30, 2020 to EUR 9,239 million as of December 31, 2020. This increase was primarily driven by an increase in investments in joint ventures, relating to the 33.2% investment in INWIT.

122 13.8.2 Current Assets The Group’s current assets consist of receivables due from related parties, trade and other receivables and cash and cash equivalents. The Group’s current assets increased by EUR 743 million from EUR 432 million as of September 30, 2020 to EUR 1,175 million as of December 31, 2020. This increase was primarily driven by an increase in receivables due from related parties.

13.8.3 Equity The Group’s total equity increased by EUR 1,561 million, or 45%, from EUR 3,442 million as of September 30, 2020 to EUR 5,003 million as of December 31, 2020. This increase was primarily driven by an increase in Vodafone’s investment.

13.8.4 Non-Current Liabilities The Group’s non-current liabilities consist of lease liabilities, provisions, post employment benefits, deferred tax liabilities, payables due to related parties and trade and other payables. The Group’s total non-current liabilities increased by EUR 462 million, or 25%, from EUR 1,850 million as of September 30, 2020 to EUR 2,312 million as of December 31, 2020. This increase was primarily driven by an increase in lease liabilities.

13.8.5 Current Liabilities The Group’s current liabilities consist of lease liabilities, current income tax liabilities, provisions, payables due to related parties, trade and other payables and overdrafts. The Group’s total current liabilities increased by EUR 2,685 million from EUR 414 million as of September 30, 2020 to EUR 3,099 million as of December 31, 2020. This increase was primarily driven by an increase in payables due to related parties.

13.9 Liquidity and Capital Resources 13.9.1 Overview The Group’s primary sources of liquidity are cash flows from operating activities, intercompany financing from Vodafone and the Senior Facilities (as defined below). The Group’s policy is to borrow using a mixture of long-term and short-term capital market issues and borrowing facilities to meet anticipated funding requirements. These borrowings, together with cash generated from operations, are loaned internally or contributed as equity to certain subsidiaries. The Group had cash and cash equivalents of EUR 3 million and EUR 6 million as of September 30, 2020 and December 31, 2020, respectively. The Group’s capital allocation policy will focus on organic growth and value accretive inorganic investments as well as attractive cash returns for shareholders. The Group has a risk-adjusted return focus. Going forward, it intends to report return on capital employed for new Sites. The Company is targeting Net Financial Debt of approximately EUR 2.1 billion and a Net Financial Debt to Adjusted EBITDAaL ratio of 4.0x as of March 31, 2021, enabling it to balance growth, investments and returns. Over the medium term, the Company is aiming to maintain a 4.0x Net Financial Debt to Adjusted EBITDAaL ratio. The Company believes that this ratio provides it with the flexibility to increase leverage for the right organic growth beyond the business plan and/or strategic M&A. Assuming the capacity to invest in such opportunities up to a Net Financial Debt to Adjusted EBITDAaL ratio of 5.5x, the Group has EUR 1 billion of leverage capacity with additional meaningful financing capacity from potential future equity issuances. The Group will seek to provide shareholders with consistent cash returns through its dividend policy with the potential for additional returns when leverage is below 4.0x Net Financial Debt to Adjusted EBITDAaL. For more information on the Group’s dividend policy, see “8 Dividend Policy.” Prior to the Reorganization, the Towers Business had not historically operated or been managed as a separate legal entity within the Vodafone Group and, therefore, neither the Towers Business’ working capital nor its Net Financial Debt can be identified. Following the legal separation of the Towers Businesses, each Group company into which a Towers Business was separated has participated or will participate in Vodafone’s intercompany funding program, which includes certain intercompany loans and deposits, cash management and cash pooling arrangements, pursuant to multi-currency agreements (“MCAs”) with Vodafone Shared Services

123 Budapest Private Limited Company (“VSSB”) (the “VSSB MCAs”), a multi-currency agreement with Vodafone Germany (the “Vodafone Germany MCA”) and certain other multi-currency agreements. Vantage Towers Greece is not party to a VSSB MCA. Following the Offering, the VSSB MCAs and the Vodafone Germany MCA will remain in place to facilitate the Group’s ongoing participation in Vodafone’s multi-currency cash management system. See “17.1.9 VSSB MCA” and “17.1.10 Vodafone Germany MCA.” On December 17, 2020, the Company drew down EUR 2,290,000,000 (the “Vodafone Investments Loan”) under a EUR 3 billion loan facility with Vodafone Investments Luxembourg Sàrl (“Vodafone Investments”). See “16.21.3 Vodafone Investments Facility.” The Company intends to refinance the Vodafone Investments Loan using third-party financing following the Offering. The Group’s payables to subsidiaries of Vodafone Group Plc increased by EUR 2,553 million to EUR 2,828 million as of December 31, 2020 compared to EUR 275 million as of September 30, 2020. The increase was mainly attributable to the Company receiving the Vodafone Investments Loan. On February 12, 2021, the Company entered into (i) a EUR 2.4 billion senior unsecured term loan facility (the “Term Loan Facility”), and (ii) a EUR 300 million senior unsecured revolving credit facility (the “Revolving Credit Facility,” together with the Term Loan Facility, the “Senior Facilities”). See “16.21.4 Senior Facilities” for more information. As of the date of this Prospectus, the Senior Facilities were undrawn. Subject to market conditions, the Company may refinance the Vodafone Investments Facility by drawing down on the Term Loan Facility and/or issuing Eurobonds in the near term, while using the Revolving Credit Facility to provide liquidity. The Group’s ability to generate cash flow from operations depends on its future operating performance, which is in turn dependent on general economic, financial, competitive, market and other factors, many of which are beyond its control. See “13.6 Key Factors Affecting the Group’s Results of Operations” for a discussion of certain factors that could affect its future performance and the industry in which the Group operates. The Company believes that the historical cash flows described below are of limited information for the Group’s cash flows on an ongoing and future basis. See “13.3.3 Comparability of the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined Interim Financial Statements.”

13.9.2 Cash Flows The table below sets forth the principal components of the Group’s cash flows on a combined basis for the periods indicated.

For the six For the three months ended months ended September 30, December 31, 2020 2020 (audited) (unaudited) (EUR millions) Net cash from operating activities ...... 103 276 Net cash used in investing activities ...... (39) (30) Net cash used in financing activities ...... (61) (244) Net increase in cash and cash equivalents ...... 3 3 Cash and cash equivalents at beginning of period ...... — 3 Cash and cash equivalents at end of period ...... 3 6

13.9.2.1 Net Cash from Operating Activities Net cash from operating activities was EUR 103 million for the six months ended September 30, 2020. This comprised EUR 142 million of operating profit that was primarily adjusted for working capital movements, including a EUR 210 million increase in trade receivables from related parties partially offset by a EUR 101 million increase in trade payables to related parties, and EUR 61 million of depreciation on lease- related right of use assets. Net cash from operating activities was EUR 276 million for the three months ended December 31, 2020. This consisted of EUR 108 million of operating profit that was primarily adjusted for working capital movements, including a EUR 82 million decrease in trade receivables from related parties, which was partially

124 offset by a EUR 25 million increase in trade payables to related parties, EUR 50 million of depreciation of lease-related right of use assets and EUR 22 million of depreciation of property, plant and equipment.

13.9.2.2 Net Cash Used in Investing Activities Net cash used in investing activities was EUR 39 million for the six months ended September 30, 2020, which consisted entirely of purchases of property, plant and equipment. Net cash used in investing activities was EUR 30 million for the three months ended December 31, 2020. This was comprised of purchases of property, plant and equipment.

13.9.2.3 Net Cash Used in Financing Activities Net cash used in financing activities was EUR 61 million for the six months ended September 30, 2020. This related to EUR 34 million of repayments of lease liabilities including interest, and EUR 27 million of net movements in cash management activities with related parties. Net cash used in financing activities was EUR 244 million for the three months ended December 31, 2020. This related mainly to EUR 196 million of net movements in cash management activities with related parties and EUR 51 million of repayments of lease liabilities, including interest.

13.9.2.4 Working Capital The Group’s working capital is split between operational working capital and non-operational working capital. Operational working capital consists of recurring cash flows and excludes, for example, growth capital expenditure and recharged capital expenditure. Non-operational working capital comprises non-recurring cash flows and includes growth capital expenditure and recharged capital expenditure. The Group will include movements in operational working capital in its Recurring Free Cash Flow going forward. By March 31, 2021, the Company expects its operational working capital to normalize following the completion of the Reorganization and the Vodafone MSAs coming into full operation. Over the medium term, the Company expects that its operational working capital will average approximately 12% to 15% of revenue (excluding recharged capital expenditure revenue). The Company expects movements in net working capital to average single digit Euro million annual outflows. In the near term, the Company’s non-operational working capital movements are expected to have a net positive impact on Free Cash Flow as new Site capital expenditure related to the Group’s BTS commitments increases. Over the medium term, the Company expects its non-operational working capital to vary due to the impact of growth capital expenditures.

13.9.3 Capital Expenditure 13.9.3.1 Historical Capital Expenditure Capital expenditure for the six months ended September 30, 2020 amounted to EUR 49 million on a combined basis, which consisted of EUR 22 million of recharged capital expenditure, EUR 15 million of other growth capital expenditure and non-recurring capital expenditure, EUR 9 million of maintenance capital expenditure and EUR 4 million of new Site capital expenditure. Capital expenditure for the three months ended December 31, 2020 amounted to EUR 32 million on a combined basis, which consisted primarily of EUR 13 million of recharged capital expenditure, EUR 9 million of other growth capital expenditure and non-recurring capital expenditure, EUR 7 million of maintenance capital expenditure and EUR 3 million of new Site capital expenditure. Between January 1, 2021 and the date of this Prospectus, capital expenditure was approximately EUR 51 million on a combined basis.

13.9.3.2 Ongoing and Planned Capital Expenditure The Company has budgeted total capital expenditure of EUR 174 million for the twelve months ending March 31, 2021 from the date of each subsidiary’s demerger (EUR 222 million for the full period for each subsidiary), with a focus on other growth capital expenditure, new build capital expenditure and non-recurring capital expenditure.

125 The Company’s current ongoing material investments are primarily focused in Germany and comprise investments in: • upgrading certain of the Group’s Sites to enable them to support 5G mobile networks; • the construction of new Sites for MNOs; • the Group’s ground lease optimization pilot programs; and • the establishment of the Group’s IT infrastructure to support its business functions at the Company’s headquarters in Germany, including the roll out of the Group’s digital programs such as TIMS (i.e. Tower Information Management System) and Digital Twin. The Company expects to incur approximately EUR 1 billion in new Site capital expenditure in order to service the Vodafone BTS Commitment and BTS commitment from Wind Hellas. This capital expenditure will be spread over the next five financial years, with the BTS commitments expected to reach run-rate by the twelve months ending March 31, 2023. A large proportion of the new Site capital expenditure is expected to be in Germany where new build capital expenditure is higher than in the Group’s other markets due to the cost of labor and regulation. German white spot roll out costs will involve further additional capital expenditure due to the remote locations of the Sites to be deployed. The Company has allocated at least EUR 200 million to ground lease optimization capital expenditure over the medium-term, subject to achieving appropriate returns. The Company also expects to spend approximately EUR 40 million to EUR 60 million per year in other growth capital expenditure in the medium term. Over this period, the Company aims to invest a total of approximately EUR 80 million to EUR 100 million of other growth capital expenditure for tenant upgrades aligned to tenancy ratio development in terms of total and timing of expenditure. Additional other growth capital expenditure is expected to be incurred on rights acquisitions, indoor Sites and efficiency programs. In addition, the Company expects recharged capital expenditure of between EUR 30 million and EUR 90 million per year driven by Vodafone network activity, all of which will be charged back to Vodafone under the terms of the Vodafone MSAs. The Company plans to incur approximately EUR 100 million of other non-recurring capital expenditure in the medium-term. This includes planned investment of approximately EUR 65 million in IT transformation, infrastructure and an R&D program. The Company also plans to invest approximately EUR 35 million in energy infrastructure over the medium-term. The Company expects the cost of Sites to remain constant across Site types and markets except in Germany where the cost of new build GBT Sites is expected to decline as roll outs reduce due to the finalization of “white spot” roll outs. Over the same period, the Company also aims to reduce maintenance capital expenditure as a percentage of revenue. The Group plans to fund its ongoing and planned capital expenditures primarily through operating cash flows and external financing.

13.10 Pension Liabilities The table below sets forth the amounts recognized on the combined statements of financial position of the Group for pension and similar obligations as of the dates shown.

As of September 30, December 31, 2020 2020 (audited) (unaudited) (EUR millions) Post employment benefits ...... 0 1

126 13.11 Financial Liabilities, Contingent Liabilities and Commitments 13.11.1Financial Liabilities The table below sets forth the Group’s financial liabilities as of the dates shown.

As of September 30, December 31, 2020 2020 (audited) (unaudited) (EUR millions) Lease liabilities ...... 1,538 2,049 Payables due to related parties ...... 275 2,828 Trade and other payables ...... 146 163 As of December 31, 2020, lease liabilities related primarily to leases of GBTs and RTTs on which the Group constructs and operates Passive Infrastructure. The following table sets out the Group’s lease liabilities broken down by maturity as of December 31, 2020.

More than More than one year two years but less but less Within than than More than Effect of one year two years five years five years discounting Total (unaudited) (EUR millions) Lease liability ...... 283 274 734 1,083 (325) 2,049 As of December 31, 2020, payables due to related parties consisted primarily of the loan from Vodafone Investments under the Vodafone Investments Facility. See “13.9 Liquidity and Capital Resources.” Trade and other payables are all financial liabilities with the exception of deferred income. As of December 31, 2020, deferred income comprised EUR 17 million of trade and other payables.

13.11.2 Contingent Liabilities and Other Commitments As of December 31, 2020, the Group did not have any contingent liabilities and other commitments.

13.12 Quantitative and Qualitative Disclosures about Financial Risk Management The Group’s treasury function centrally manages the Group’s funding requirements, net foreign exchange exposure, interest rate management exposures and counterparty risk in accordance with the framework of policies and guidelines as provided by the Supervisory Board. The Group’s accounting function, which does not report to the Group’s treasury director, provides regular update reports of treasury activity to the Supervisory Board. The Group is exposed to a range of risks including credit risk, liquidity risk, market risk, acquisition risk and risks relating to COVID-19. For a detailed description of quantitative and qualitative disclosure on selected risks, see Note 14 to the Unaudited Three-Month Condensed Combined Interim Financial Statements.

13.13 Critical Accounting Policies For a detailed description of the Group’s critical accounting judgments and key sources of estimation uncertainty, see Note 1 to the Audited Six-Month Condensed Combined Interim Financial Statements.

13.14 Additional Information regarding the Audited Unconsolidated Financial Information 13.14.1 Additional Information regarding the Audited Unconsolidated German GAAP Financial Statements The Audited Unconsolidated German GAAP Financial Statements of the Company as of and for the short financial year ended March 31, 2020 were prepared in accordance with German GAAP. For the short financial year from January 1, 2020 to March 31, 2020, the profit for the financial year was nil and as of March 31, 2020, the balance sheet total of the Company amounted to EUR 25,000. For further information on the Audited Unconsolidated German GAAP Financial Statements of the Company, see pages F-84 et seq.

127 13.14.2 Additional Information regarding the Audited Unconsolidated IFRS Financial Statements 2020 The Audited Unconsolidated IFRS Financial Statements 2020 of the Company as of and for the twelve months ended March 31, 2020 were prepared in accordance with IFRS. For the period from April 1, 2019 to March 31, 2020, the profit for the financial year was nil and as of March 31, 2020, the balance sheet total of the Company amounted to EUR 25,000. For further information on the Audited Unconsolidated IFRS Financial Statements 2020 of the Company, see pages F-93 et seq.

13.14.3 Additional Information regarding the Audited Unconsolidated IFRS Financial Statements March 2019 The Audited Unconsolidated IFRS Financial Statements March 2019 of the Company as of March 31, 2019 and for the period from February 28, 2019 to March 31, 2019 were prepared in accordance with IFRS. For the period from February 28, 2019 to March 31, 2019, the profit for the year was nil and as of March 31, 2019, the balance sheet total of the Company amounted to EUR 12,500. For further information on the Audited Unconsolidated IFRS Financial Statements March 2019 of the Company, see pages F-105 et seq.

128 14 PROFIT FORECAST The forecast of Vantage Towers AG (the “Company”) and its subsidiaries (together with the Company, the “Group”, the “Vantage Towers Group” or “Vantage Towers”) for pro forma Adjusted EBITDAaL and pro forma Recurring Free Cash Flow for the twelve months ending March 31, 2021 (the “Profit Forecast”) is, similar to any forward-looking statement, necessarily based on assumptions and estimates about future events and actions, including the Company’s management’s assessment of opportunities and risks. Such assumptions and estimates are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond the Group’s control, and upon assumptions with respect to future business decisions subject to change. The Profit Forecast is based on the factors and assumptions made by the Group’s management board (Vorstand) (“Management Board”) with respect to the Group’s pro forma Adjusted EBITDAaL and pro forma Recurring Free Cash Flow as set out below. These assumptions relate to (i) factors that are beyond the Group’s control and related assumptions and (ii) factors that can be influenced by the Group and related assumptions. Although the Group believes that these factors and assumptions are reasonable on the date on which the Profit Forecast is prepared, they may be subsequently proved to be inappropriate or incorrect. Accordingly, prospective investors should treat this information with caution and should not place undue reliance on the Profit Forecast. The key performance indicators described below may not be comparable to other similar titled measures of other companies, have limitations as analytical measures and should not be considered separately or as a substitute for an analysis of the Group’s results as reported under International Financial Reporting Standards (“IFRS”). Vodafone Group Plc (together with its consolidated subsidiaries, “Vodafone” or the “Vodafone Group”) was required to separate certain of its European tower infrastructure assets (both legally and operationally) into a new stand-alone tower infrastructure operator in order to create Vantage Towers. Prior to January 14, 2021, Vodafone Europe BV (“VEBV”), an indirect 100% subsidiary of Vodafone Group Plc, held all of the share capital of Central Tower Holding Company BV (“CTHC”), Vantage Towers Limited (formerly Vodafone Towers Ireland Limited) (“Vantage Towers Ireland”), Vodafone Towers Portugal, SA (“Vantage Towers Portugal”), Vantage Towers sro (formerly Vodafone Towers Czech Republic 1 sro) (“Vantage Towers Czech Republic”), Vantage Towers Zrt (formerly Vodafone Magyarország Toronyvállalat Zrt) (“Vantage Towers Hungary”), and Vantage Towers, SL (formerly Vodafone Towers Spain, SL) (“Vantage Towers Spain”). VEBV held 99.99% of all shares in Vantage Towers SRL (formerly Vodafone Towers Romania SRL) (“Vantage Towers Romania”), 33.2% of the outstanding share capital in Infrastrutture Wireless Italiane SpA (“INWIT”) and 62% of the outstanding share capital in Vantage Towers SA (“Vantage Towers Greece”). Vodafone Limited (“Vodafone UK”) held 50% of the outstanding share capital in Cornerstone Telecommunications Infrastructure Limited (“Cornerstone”). To establish Vantage Towers, VEBV contributed all of its shares in Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czech Republic, Vantage Towers Hungary, Vantage Towers Spain, Vantage Towers Romania and INWIT to CTHC. Subsequently, the Company acquired CTHC, following which CTHC acquired VEBV’s 62% shareholding in Vantage Towers Greece and Vodafone UK’s 50% shareholding in Cornerstone. The process by which Vantage Towers was established is referred to as, the “Reorganization”). In this Profit Forecast section, “FY21” refers to the twelve months ending March 31, 2021, “Sites” refers to the infrastructure (“Passive Infrastructure”) on which customer equipment used to receive and transmit mobile network signals is mounted, as well as its physical location, and the “Vodafone MSAs” refers to the master services agreements entered into between members of the Vodafone Group and members of the Group in each of the Group’s consolidated markets.

14.1 Basis of Preparation The Profit Forecast has been prepared consistently based on the accounting policies of the Company as presented in the notes to the audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 and the unaudited condensed combined interim financial statements of the Group as of and for the three months ended December 31, 2020. The above-described Reorganization had a significant impact on the net assets, financial position and results of operations of the Company and will substantially affect the results of operations going forward. Therefore, in order to reflect this impact and to prepare financial information, which can be compared with the other financial information presented in this Prospectus, the Profit Forecast has been prepared on the basis of

129 the hypothetical assumption that the Reorganization and the acquisition of 100% of the shares of Vantage Towers Greece had taken place as of April 1, 2019. It consists of historical pro forma financial information for the nine months ended December 31, 2020 and forecast financial information for the Group’s future performance for the three months ending March 31, 2021. Because the Profit Forecast has been prepared on a pro forma basis, the Profit Forecast is not representative of the actual future results of the Group and should therefore not be used to draw conclusions about the Group’s financial performance for the twelve months ending March 31, 2021 presented on a consolidated basis.

14.2 Definitions Adjusted EBITDAaL and Recurring Free Cash Flow are used as key performance indicators as the Company believes they are meaningful measures to evaluate the performance of its business activities over time. The Group understands that these measures are commonly used by analysts and investors in assessing the Group’s performance. The way the Group measures Adjusted EBITDAaL and Recurring Free Cash Flow may not be consistent in the way these measures, similar measures or measures with similar names are determined by other companies. Accordingly, Adjusted EBITDAaL and Recurring Free Cash Flow as presented herein may not be comparable to these measures, similar measures or measures with similar names as presented by other companies.

14.2.1 Definition of Adjusted EBITDAaL Adjusted EBITDAaL is Adjusted EBITDA (as defined below) less recharged capital expenditure revenue, and after depreciation on lease-related right of use assets and deduction of interest on lease liabilities. Recharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgrades to existing Sites. Adjusted EBITDA is operating profit before depreciation on lease-related right of use assets, depreciation, amortization and gains/losses on disposal for fixed assets, and excluding impairment losses, restructuring costs arising from discrete restructuring plans, other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group.

14.2.2 Definition of Recurring Free Cash Flow for the purpose of the Profit Forecast Recurring Free Cash Flow is Recurring Operating Free Cash Flow (as defined below) less tax paid and interest paid, excluding interest paid on lease liabilities. The Profit Forecast excludes changes in operating working capital. Recurring Operating Free Cash Flow is Adjusted EBITDAaL plus depreciation on lease-related right of use assets and interest on lease liabilities, less cash lease costs and maintenance capital expenditure. On a pro forma basis, cash lease costs are calculated based on the sum of depreciation on lease-related right of use assets and interest on lease liabilities that were incurred by the Group excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use asset on the sum of the associated depreciation on lease-related right of use assets and interest on lease liabilities, which have a non-cash impact in the respective period. Maintenance capital expenditure is defined as capital expenditure required to maintain and continue the operation of the existing tower network and other Passive Infrastructure, excluding capital investment in new Sites or growth initiatives (“maintenance capital expenditure”).

14.2.3 Reconciliation of Non-IFRS Measures The following table provides a reconciliation of the Group’s pro forma Profit/(Loss) for the period to the Group’s pro forma Adjusted EBITDAaL and pro forma Recurring Free Cash Flow: For the twelve months ending March 31, 2021: Pro forma Profit/(Loss) for the period +/– Pro forma Income tax expense/(credit) + Pro forma Other finance costs –/+ Pro forma Other income/(expenses)

130 –/+ Pro forma Share of results of equity accounted joint ventures + Pro forma Depreciation on other property, plant and equipment – Recharged capital expenditure revenue on a pro forma basis –/+ Pro forma Gains/(losses) on disposal for fixed assets –/+ One off and other items on a pro forma basis(1) = Pro forma Adjusted EBITDAaL + Impact of the lease reassessment based on the IFRS 16 lease liability and right of use asset as well as the associated depreciation on the sum of lease-related right of use assets and interest on lease liabilities on a pro forma basis – Maintenance capital expenditure on a pro forma basis – Tax paid on a pro forma basis – Other Interest paid, excluding interest paid on lease liabilities on a pro forma basis = Pro forma Recurring Free Cash Flow

Note: (1) One-off and other items comprise impairment losses, restructuring costs arising from discrete restructuring plans, and other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. These items are not a recognized term under IFRS. One-off and other items are subject to certain discretion in the allocation of various income and expenses and the application of discretion may differ from company to company. One-off and other items also include expenses that will recur in future accounting periods.

14.3 Profit Forecast for Vantage Towers The following table summarizes the Group’s Profit Forecast for the twelve months ending March 31, 2021:

For the twelve months ending March 31, 2021 (EUR millions) Pro forma Adjusted EBITDAaL ...... 520–530 Pro forma Recurring Free Cash Flow ...... 375–385

14.4 Underlying Principles The Profit Forecast was prepared in accordance with the principles of the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer in Deutschland e. V.—“IDW”) in IDW Accounting Practice Statement: Preparation of Forecasts and Estimates in Accordance with the Specific Requirements of the Regulation on Prospectuses (IDW AcPS AAB 2.003) (IDW Rechnungslegungshinweis: Erstellung von Gewinnprognosen und -schätzungen nach den besonderen Anforderungen der Prospektverordnung (IDW RH HFA 2.003)) and, in addition, on the basis of IDW Accounting Practice Statement Preparation of Pro Forma Financial Information (IDW AcPS AAB 1.004) (IDW Rechnungslegungshinweis: Erstellung von Pro-Forma- Finanzinformationen (IDW RH HFA 1.004)), as published by the Institute of Public Auditors in Germany (IDW).

14.5 Factors Beyond the Group’s Control and Related Assumptions The Profit Forecast is subject to factors beyond the Group’s control. These factors, and the assumptions made regarding their impact, are described below.

14.5.1 Unforeseen Events such as Force Majeure The Profit Forecast assumes that no material unforeseen events will occur that could result in material or lasting constraints for the operations of the Group during FY21, such as force majeure (e.g., fire, floods, hurricanes, storms, earthquakes, war and acts of terror or a further pandemic).

131 14.5.2 Macroeconomic Conditions and COVID-19 The positive momentum in the global economy has been significantly adversely affected by the COVID- 19 pandemic. The Profit Forecast assumes that global economic conditions during FY21 are broadly consistent with those experienced during the twelve months ended March 31, 2020. However, a greater than anticipated economic downturn in Europe, lower than expected growth or an otherwise uncertain economic outlook in the markets in which the Group operates, or any perception thereof by the Group’s customers, could have a material adverse effect on the Profit Forecast.

14.5.3 Geopolitical, Legislative and Other Regulatory Measures The Profit Forecast assumes that there will be no material changes in the legal and regulatory framework or regulatory actions to which the Group is, or may become subject to, including EU, national, state and local law and regulation governing telecommunications and the construction and operation of telecommunications Sites, for example spectrum obligations during FY21. The Profit Forecast assumes no significant adverse effects resulting from political, legislative and other regulatory matters, including the United Kingdom’s exit from the European Union (“Brexit”). The Profit Forecast additionally assumes that there are no significant adverse effects for the Group resulting from existing or new tax regulations in any of the jurisdictions in which the Group operates.

14.5.4 Dependence on Vodafone as Primary Customer and as a Service Provider The Profit Forecast assumes that Vodafone fulfils its obligations and service provisions under the Vodafone MSAs, Long-Term Services Agreements and Support Agreements in full during FY21.

14.5.5 Interest Rates The Group entered into a facility with Vodafone Investments Luxembourg Sàrl on November 20, 2020 (the “Vodafone Investments Facility”) to finance the Reorganization. Interest charges on this facility are calculated on a floating interest rate basis using EURIBOR as a base rate.

14.5.6 Electricity Outages The Group’s Sites are exposed to interruptions or other malfunctions caused by prolonged electricity outages and any energy network outage could result in significant additional costs for the Group or significantly impair its ability to provide services to its customers. The Profit Forecast does not assume that the Group is subject to any significant interruptions in energy supply, any such interruptions would have an adverse impact on the Profit Forecast.

14.5.7 Workforce The Profit Forecast assumes that the Group will continue to be able to hire the highly qualified personnel it requires in order to ensure that it continues to have adequate technical and operational capabilities throughout FY21.

14.5.8 New Technologies Designed to Enhance the Efficiency of Mobile Networks The Profit Forecast assumes there are no significant new technological advancements during FY21 in the mobile network industry which would result in a material change in the demand for the Group’s services.

14.5.9 Ground Lease Risks/Landlord Negotiations The Profit Forecast does not assume any material changes to the Group’s ground lease cost base during FY21 as a result of significant changes in the competitive or legislative landscape, which result in material changes to the way in which the Group is able to secure its ground leases, non-renewal, or renewal on commercially unattractive terms, of its ground leases, or as a result of general disputes with landowners. The Profit Forecast includes the full year estimated non-cash impact of the lease reassessment on interest on lease liabilities and depreciation of right of use asset of EUR 10 million on the forecast of the Group’s pro forma Adjusted EBITDAaL. As this is a non-cash increase in lease costs, there is no impact on the forecast of the Group’s pro forma Recurring Free Cash Flow.

132 14.5.10 Third-Party Contractors and Suppliers for Various Services, and Any Disruption in or Non- Performance of those Services The Profit Forecast assumes services performed by third party suppliers, such as for operations and maintenance services, are in line with the terms and conditions stipulated in the contract and are within normal service level agreements.

14.5.11Capital Expenditure The Profit Forecast assumes that the Group is able to obtain financing for its capital expenditure at rates comparable to those it can currently access in FY21. Should the Group not be able to access financing at these rates, this may impact the Group’s ability to fulfil its current obligations or its costs of financing, which could in turn impact the Profit Forecast.

14.6 Factors that can be Influenced by the Group and Related Assumptions In addition to the factors that are beyond the Group’s control, the following factors are those which are within the Group’s control:

14.6.1 Revenue Development and Tower Roll Out The Profit Forecast reflects the roll out of the Group’s tower deployment and decommissioning plans for FY21. The Group expects to roll out 550 to 650 new Macro Sites during FY21. The Profit Forecast assumes that revenues are recognised in line with MSA and MNO contract rates and that the Relationship Agreement between Vodafone and the Group is not terminated for any reason during FY21. The Profit Forecast assumes that pro forma revenue is between EUR 955 million and EUR 970 million in FY21. Should the Group experience material delays or variances in forecast expenditure in the roll out of new Sites, this will adversely impact the Profit Forecast.

14.6.2 Pro Forma Assumptions The Profit Forecast has been prepared on a basis consistent with pro forma assumptions in the Unaudited Pro Forma Financial Information, included in “10 Unaudited Pro Forma Financial Information” of this prospectus. The Profit Forecast does not assume that there are any significant additional assets, entities or equity investments incorporated into the Group subsequent to the Reorganization, nor that there are any divestments from the Group.

14.6.3 Stand-Alone Business Establishment The Profit Forecast assumes that the separation of the Group from Vodafone and its establishment as a new stand-alone mobile telecommunications tower infrastructure operator proceeds as planned, with no significant operational disruption caused to the underlying business of the Group.

14.6.4 Financing Structure For the purposes of the Profit Forecast, the Group has assumed that the borrowings under the Vodafone Investments Facility will remain unchanged during the year ended March 31, 2021. The interest expense has been calculated at an effective interest rate of 0.74%. This includes payment of the applicable commitment fee due under the terms of the facility. For the purposes of calculating interest paid for the Profit Forecast, it is assumed that interest is paid as incurred.

14.6.5 Taxation For the purposes of calculating tax paid on a pro forma basis for the Profit Forecast, this is estimated based on current taxes and on prepayments to tax authorities in Germany, for FY21 on a pro forma basis.

14.6.6 Ground Lease Risks/ Landlord Negotiations The Profit Forecast does not assume any material changes to the Group’s ground lease cost base during FY21 as a result of non-renewal, or renewal on commercially unattractive terms, of its ground leases, or as a result of general disputes with landowners.

133 14.6.7 Long-Term Services Agreements The Profit Forecast assumes that there are no terminations of any of the Long-Term Services Agreements entered into between the Group and Vodafone, whereby Vodafone will provide services, which may include, but are not limited to: (i) O&M field services; (ii) supply chain management, including supporting VPC procurement activities with ad-hoc support from local supply chain management teams in areas such as business partnering and contract/demand management, and providing project support; (iii) IT services; (iv) HR services; (v) workplace services, including associated facility services, cleaning and maintenance and utilities; (vi) employee relations and (vii) certain legal and finance services.

14.6.8 Support Agreements The Profit Forecast assumes that there are no terminations in the agreements entered into between Vodafone and the Group for group support services, including: (i) HR services; (ii) finance services; (iii) technology and IT services; and (iv) other group support function services, including Vodafone shared services where relevant. The Profit Forecast Charges assumes that charges are calculated based on an allocation of costs between service recipient entities.

14.7 Other Explanatory Notes The Profit Forecast has been compiled and prepared on a basis which is consistent with the accounting policies of Vantage Towers. The Profit Forecast does not cover results from extraordinary events or results from non-recurring operations within the meaning of IDW RH HRA 2.003. As this Profit Forecast relates to periods that have not ended yet and is based on several assumptions regarding uncertain future events and actions, it inherently involves considerable uncertainties. As a result of such uncertainties, the actual Group’s pro forma Adjusted EBITDAaL and pro forma Recurring Free Cash Flow for FY21 may deviate from the respective forecast of the Group’s pro forma Adjusted EBITDAaL and pro forma Recurring Free Cash Flow, even substantially. The Profit Forecast was prepared on February 26, 2021.

134 15 INDUSTRY OVERVIEW The market and industry data and forecasts and statements regarding the Group’s, INWIT’s and Cornerstone’s positions in the relevant market or market segment in this section are based in part on various market research and other publicly available information, as well as reports by independent industry sources. This section also contains estimates of market data and information derived from these estimates that are generally not available from publications issued by market research firms or from any other independent sources. This information is based on the Group’s own analysis and adjustment or supplementation where necessary of a combination of publicly available and non-public data, including some of which was independently commissioned (such analysis, the “Company Internal Analysis”) and, as such, may differ from the estimates made by its competitors or from data collected in the future by various market research firms or other independent sources. See “2.11 Sources of Market Data.” Certain statements below are based on the Group’s own proprietary information, insights, opinions or estimates, and not on any third-party or independent source; these statements contain words such as “the Group believes,” “expects,” “considers,” or “estimates,” and as such do not purport to cite or summarize any third party or independent source and should not be read this way. The forward-looking statements in this section are subject to risks and uncertainties, as they relate to future events, and are based on estimates and assessments that may be inaccurate. See “1 Risk Factors.” The Group and its co-controlled joint ventures INWIT and Cornerstone operate in the telecommunications infrastructure industry. The Group, INWIT and Cornerstone own and operate infrastructure assets which are mainly used to provide services to operators in the telecommunications industry. Their assets and the quality of their services play a crucial role in their customers’ ability to serve their clients. Therefore, the Group’s business and the businesses of INWIT and Cornerstone are affected by both the dynamics of the telecommunications markets in which their customers operate as well as the structure and trends affecting the telecommunications infrastructure markets.

15.1 Services Tower companies offer a range of hosting services on their Sites, including rental of space on towers, backhauling connection, maintenance, monitoring and safety activities. The services offered by tower companies meet the hosting needs of different types of customer profiles, such as: • MNOs; and • Non-MNOs, including Public Protection Disaster Relief (“PPDR”) networks, utility and other private customers or enterprises with a need for a mobile private network, LPWA-IoT networks, and Fixed Wireless Access (“FWA”) operators. “LPWA” means low power wide area and “IoT” means Internet of Things. Some tower companies also host digital terrestrial television and radio broadcasting equipment, but the Group has very limited exposure to this segment of the market, based on its current customers and future growth strategy. The Group’s main customers as of the date of this Prospectus across all of its markets are MNOs.

15.2 Tower Landscape The European telecommunications tower infrastructure market has substantial potential for growth through an increase in the number of Sites and points of presence (“PoPs”) in the region, as discussed below. When they are hosted by Vantage Towers or another named tower company, the Group refers to PoPs as tenancies. These include physical and active sharing tenancies (i.e., when a customer shares its Active Equipment on a Site with a counterparty under an active sharing agreement).

135 Expected Evolution of Total Number of PoPs in the Group’s Markets (thousands)

Growth: 12% Growth: 26% 311 278 221

FY2020 FY2025 FY2030

Source: Analysys Mason (based on MNO PoPs forecast for all markets where the Group is present (excluding Italy and the United Kingdom); does not include demand from non-MNO customers and adjacent services.) As demonstrated in the above chart, the European towers market has significant room for expansion. Over 55,000 additional PoPs are potentially required in the next five years across Vantage Towers’ operations, as illustrated above (Source: Analysys Mason, based on its PoPs forecast for all markets where Vantage Towers is present. This excludes Italy and the United Kingdom). Additionally, compared with the U.S. telecommunications tower infrastructure market, which is largely addressed by tower companies, only approximately 50% of European telecommunications towers are owned by tower companies, including MNO-owned tower companies as of 2021 (Source: TowerXchange Europe Report 2019; brokers reports; Company Internal Analysis). This compares to approximately 90% in the U.S. (Source: broker reports). The more mature U.S. market paves a strong growth path for European markets. The tenancy ratio in the U.S. market among tower companies is generally also greater than 2.0x (Source: broker reports) compared to approximately 1.5x in Europe (Source: Company Internal Analysis), highlighting the headroom for growth through an increase in tenancy ratio. As illustrated in the below chart, the European market remains highly fragmented despite a recent wave of MNOs divesting their towers to existing tower companies or carving-out their assets into newly created tower companies, providing significant potential for consolidation in the sector.

Number of Telecommunication Sites by Owner (thousands) Largest Italy Germany France Germany Spain Italy Markets UK Italy Spain Germany France UK Poland 105

40 31 28 22

Cellnex Vantage Orange GD Towers American INWIT Towers Tower

Source: Company information, Broker reports, TowerXchange Report 2020; Number of Macro Sites as of 2019 for peers (unless otherwise indicated), and as of 2020 for the Group including INWIT and Cornerstone; Number of Macro Sites for American Tower as of 2021 only includes European Macro Sites; Cellnex as of 2020 pro forma for acquisition of PLAY Towers, CK Hutchison Towers, Deutsche Telekom’s towers business in the Netherlands, 100% of Hivory and 99.99% stake

136 in Polkomtel Infrastruktura, owned by Cyfrowny Polsat; GD Towers excludes 26,000 Sites owned by Deutsche Telekom in Europe but which are not part of the GD Towers unit.

15.3 Key Drivers of Growth PoP Split by Growth Driver (thousands of PoPs in Germany, Spain, Portugal, Ireland, Czech Republic and Romania) Growth: Growth: 12% 26% 311 6 15 7 278 17 9 221 36

FY20 Coverage Densification New FY25 Coverage Densification New FY30 Entrants Entrants

Source: Analysys Mason; Based on Analysys Mason PoPs forecast for all markets, including new entrants, where the Group is present (excluding Italy and United Kingdom); does not include demand from non-MNO customers and adjacent services. Tower companies are well positioned to monetize several opportunities arising from technological advancement and new types of customers and services. The key drivers of growth are: • strong data usage driving further densification requirements; • acceleration of 5G roll outs generating long term growth; • regulatory requirements, including coverage obligations imposed by various governments and regulators on MNOs alongside spectrum auctions; • demand from non-MNO customers; and • growth beyond the core including the fiberization of Sites, indoor coverage demand (DAS and indoor Small Cells, being low-powered radio access nodes typically used to complement macro cells to provide indoor coverage and/or capacity, which are better suited to smaller or lower footfall venues (“indoor Small Cells”)), outdoor Small Cells, edge data centers and IoT services.

15.3.1 Strong Data Usage The increasing use of mobile devices such as smartphones and tablets and ever-growing adoption of internet-based applications are expected to drive significant growth in data usage, supporting strong demand for mobile bandwidth.

Average Monthly Data Used by Activity in Exabytes (Exabytes per month) 124.73

12.86

1.96 2.36 0.09

Total 2010 Audio Web Browsing Social Networks Video

2025

137 Source: Ericsson Mobility Report Mobile data traffic in Western, Central and Eastern Europe is expected to grow at a CAGR of 26% from 2019 through 2024 (Source: Analysys Mason, per chart below), as larger screens, better cameras, faster processors and innovative applications drive rates of data consumption. As consumers demand faster communication speeds and higher bandwidth, MNOs will be looking to compete on network quality.

Mobile Data Traffic (000s of PB/Year, Western, Central and Eastern Europe)

194 161 131 103 81 61 42 28 10 17

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Source: Analysys Mason As existing network cells have a technological limitation on the amount of data they can transmit, roll out of new Macro Sites and/or outdoor Small Cells will likely be required to ensure consistent coverage and to meet rising demand. It is not always possible (especially in countries with stricter electromagnetic field (“EMF”) regulations) to provide the network capacity needed using traditional Macro Sites.

15.3.2 Acceleration of 5G Roll Outs The roll out of new generations of mobile networks, such as 5G, is further expected to drive Site demand. From a technical perspective, to deliver the promised ultra-high speed data (beyond 1 gigabyte per second), 5G will need to be deployed in higher frequency bands (e.g., 3.5GHz) than the current mobile networks (e.g., 3G which is less than 4G). The 3.5GHz spectrum has a higher capacity but a shorter range than existing mobile spectrum bands, which means that large towers will be less effective, requiring an increase in network densification. While this trend is expected to drive additional demand for Sites, that demand may also be tempered by recent developments in beam forming technologies. Additionally, MNOs will likely need to resort to increasing the number of PoPs in order to ensure adequate network coverage and capacity, including complementing macro cells with DAS/Small Cells. In Western Europe, 5G mobile connections’ share of total mobile connections is forecast to grow by approximately 40 percentage points over the period from 2020 to 2024 (Source: Analysys Mason). 5G presence and the associated consumer demand for reliable 5G access is therefore expected to be a material lever of growth for the Group’s services.

Accelerating 5G Presence Among Consumers (% 5G Share of Mobile Connections in Western Europe) 42%

30%

19%

9% 2%

2020 2021 2022 2023 2024

Source: Analysys Mason

138 15.3.3 Regulatory Requirements The Group’s markets are supported by a strong regulatory backdrop with governments imposing stringent coverage obligations with 5G spectrum auctions that are expected to lead to greater demand for the Group’s Sites and services. The European Commission and respective European governments have been focused on: (i) increasing coverage in rural areas (i.e., provide good voice and data services across less populated areas); (ii) prioritizing coverage of major terrestrial paths such as national roads and rail transport routes; and (iii) ensuring minimum mobile data connection speed targets contained in national and European directives are met. In addition, in some of the Group’s markets, national governments are using the 5G spectrum auctions as a means to encourage new entrants into the market, which will further drive demand for the Group’s Sites. In addition to coverage obligations, in some of the Group’s markets, the regulator also imposes quality of service obligations on MNOs, which present opportunities for tower companies as MNOs need to deploy more Sites to improve quality and coverage. All of the Group’s markets are subject to the International Commission on Non-Ionizing Radiation Protection guidelines on EMF management limits.

15.3.4 Demand from Non-MNO Customers The non-MNO customer growth opportunities in Vantage Towers’ markets include different segments like PPDR networks, utility and other private customers or enterprises with a need for a mobile private network, LPWA-IoT networks, and FWA operators. The main focus of the Group will be PPDR networks and utility and enterprise customers. There are a wide range of non-MNO opportunities in the Group’s markets: • In Germany, 450MHz spectrum was awarded to the utilities sector in 2020 and a consortium of local utility companies intend to develop a nationwide network that is expected to require 5,000 new Sites by 2030. • Similarly, in Spain there are public tenders to develop PPDR in Spanish regions, with the Andalusian Government promoting implementation of Digital Emergency Network in the region that is expected to generate more than 200 new Sites for 95% coverage of Andalusia. The Group has submitted a joint tender for this public tender alongside Vodafone and Minsait. • In Portugal, the roll out of electricity smart meters by utility companies to cover at least 80% of consumers between 2021 and 2025 is expected to result in the need to provide nationwide coverage for approximately 550 new Sites. • A EUR 3 billion government investment in the national broadband plan in Ireland has generated the provision of 300 broadband connection points, of which, 200 points and 75 schools are expected to be connected in 2021. • Similar initiatives in Central and Eastern Europe include the development of PPDR in Hungary after 2022 as well as 2 x 5 MHz plus 3 MHz spectrum on the 700 MHz band being set aside for PPDR, further development of the FWA network in the Czech Republic (which has a current penetration of only 26%), and in 2021, 2 x 5MHz of 700MHz spectrum being put aside to be allocated to PPDR in Romania.

15.3.5 Growth Beyond the Core Given the increased amount of data handled through the 5G network, Macro Sites and Small Cells will rely heavily on fiber-cabled connections for the backhaul portion of the network. According to the Omdia 2019-2024 Forecast, the expenditure for mobile telecommunication Sites connected through fiber is expected to increase by 15% per year in the next five years, representing more than 65% of total backhaul expenditure.

139 Wireless Backhaul Expenditure by Type in Europe (U.S.$ million)

1,195 916 1,052 516 526 593 667 798

750 730 694 697 659 647 624 603

2017 2018 2019 2020 2021 2022 2023 2024 Wireless (microwave & other) Wireline (copper + fiber)

Source: Omdia 2019-2024 Forecast In this context, tower companies are exploring investment in the fiberization of their Sites or reselling available spare fiber capacity and then offering access to the various MNOs and non-MNOs in exchange for a lease fee or a resell management fee in the case of reselling wholesale fiber. The investment would have the benefit of reinforcing the commercial attractiveness of the marketed Sites as well as providing an additional stream of revenue for the tower companies. MNOs, on the other hand, would be entering into long-term agreements with tower companies, avoiding instead a lengthy and costly investment roll out plan. As part of the 5G technology deployment, governments have allocated higher band spectrum (3.5GHz and/ or 5G millimeter wave band) for mobile usage, which will require dedicated indoor coverage infrastructure (as Macro Sites might not be as effective), such as “indoor coverage solutions” including DAS, Small Cells or repeaters, which will become more critical. This is expected to be a rapidly evolving segment. The IoT is the foundation of the connected home, smart cities, smart factories, smart farming, etc. There is an opportunity to go beyond Passive Infrastructure sharing by investing and providing IoT network equipment (e.g., IoT base stations or nodes) for a recurring fee and/or connectivity revenue share, although some use cases provide low value average revenue per user. LPWA-IoT presents such a service opportunity. LPWA networks have been developed to address the specific needs of IoT applications including low data usage for simple static applications, longer battery life, cost-effective modules and wider area coverage for remote and hard-to-reach locations (e.g., basements). Some potential uses are asset monitoring, wearable devices, security systems, vending machines, smart metering, agriculture monitoring and transport and logistics. Some live networks already exist in the Group’s markets such as Sigfox, NB-IoT and LTE-M. Another opportunity in the IoT space is “sensing networks.” Sites can host a wide range of sensors (e.g., weather, air quality, radiation, fire, gases, cameras, etc.) to generate real-time and high resolution special data that is needed to run many artificial intelligence algorithms that power a wide range of applications across many verticals (e.g., transport, insurance, manufacturing, farming, etc.). There is a growing demand for distributed computing. Edge facilities have the potential to make tower companies ready to enable cloud RAN-based architectures for MNOs and the distributed computational power can secure ultra-low latency required for critical applications.

140 5G will be one of the most critical building blocks of the digital economy and digital society in the next decade, providing ultra-stable and low latency communication (e.g., for factory automation and smart cars) and large-scale machine-type communication (e.g., for smart cities). What 5G is about

Entertainment Apps beyond imagination eHealth Traffic Smart Smart priority parking mobility Smart Smart wearables Domotics Grids

Smart Car

Water quality Connected Car-to-car house communication Security & Surveillance Utility management

Looking to the future, towers will be an integral part of the 5G digital ecosystem by providing secure space to host operators’ macro network equipment. Having towers well distributed everywhere will be an enabler for real time applications to be run for enterprises and consumers.

15.4 Markets As of 2019, the Group, with its co-controlled interests in INWIT and Cornerstone, operated in four of the five largest European mobile markets as illustrated in the chart below (Source: Analysys Mason), with a strong presence in Germany, which is its biggest market and where new build potential remains significant.

Mobile Service Revenues (Non-SMS) (EUR billions) 17.7 17.5 17.1 Existing Market Adjacent Market

11.2 10.9

4.9 4.2 3.8 3.3 2.7 2.3 2.2 2.1 2.1 2.0 2.0 1.8 1.6 1.6 1.5 1.4 0.9 0.8

Source: Analysys Mason As illustrated in the table below, there were 474 million total mobile subscribers in the Group’s markets, including those of INWIT and Cornerstone, as of December 2019 and this number is expected to grow at a CAGR of 0.9% between 2019 and 2024 (Source: Omdia: Mobile Subscribers).

141 The table below provides an overview of the mobile telecommunications markets in each of the Vantage Towers Consolidated Markets, Italy and the United Kingdom.

Mobile Mobile Mobile Top Three MNOs Market Size Subscribers Subscribers Mobile No. of by Subscribers 2019 2019 2019 to Penetration Key (Combined Market Country (EUR billion) (millions) 2024 CAGR (%) (%) MNOs Share (%)) Germany ...... 17.7 134 1.3% 168% 4 Telefónica, T-Mobile, Vodafone (92%) UK ...... 17.5 95 1.4% 144% 4 EE, Telefónica, Vodafone (84%) Italy ...... 11.2 92 0.4% 152% 4 CKH (Wind Tre), TIM, Vodafone (100%) Spain ...... 10.9 61 1.2% 132% 4 Orange, Telefónica, Vodafone (84%) Czech Republic . . 2.1 16 1.0% 147% 3 O2 / CETIN, T-Mobile, Vodafone (100%) Portugal ...... 2.0 18 (0.2%) 169% 3 MEO, NOS, Vodafone (100%) Romania ...... 2.0 28 (2.5%) 134% 4 Orange, T-Mobile, Vodafone (86%) Greece ...... 1.8 16 1.1% 144% 3 Cosmote, Vodafone, Wind Hellas (100%) Hungary ...... 1.5 12 0.7% 116% 3 Telenor, T-Mobile, Vodafone (100%) Ireland ...... 1.4 5 2.8% 115% 3 eir, Three, Vodafone (100%) Total ...... 68.1 474 — — — —

Source: Mobile Market Size from Analysys Mason, Mobile Subscribers from Omdia: Mobile Subscribers, Mobile Penetration from Omdia: Mobile Penetration, Top Three MNO by Subscribers and Combined Market Share presented in alphabetical order based on Q3 2020 mobile subscriber data from Fitch Solutions with adjustments for 1&1 Drillisch in Germany and the merger of the operations of Liberty Global and Telefónica in the United Kingdom. As shown in the table above, the Group’s markets, and those of INWIT and Cornerstone, are characterized by three to four MNOs, complemented by a number of smaller mobile virtual network operators (“MVNOs”) that, while they do not own network infrastructure, base their operations on the networks of MNOs, thereby contributing to the traffic increase and capacity needs of MNOs. Despite the maturity of some markets, such as Germany and Italy that have a mobile SIM penetration above the Western European average of 137% (Source: Omdia: Mobile Penetration), all of the Group’s Consolidated Markets, and those of INWIT and Cornerstone, are expected to see strong mobile data growth as illustrated in the chart below. As such, the Group expects the demand for its services to continue to be strong, driven by the network densification and coverage improvement needs of MNOs.

142 Mobile Data Usage Growth CAGR, 2019 to 2024 (%)

80% Existing Market Adjacent Market 58% 57% 49% 46% 43% 41% 40% 39% 36% 33% 32% 32% 30% 30% 29%

Slovakia UK Poland Greece Hungary Switzerland Ireland Spain Bulgaria Italy Germany France Austria Czech Republic Romania Portugal

Source: Analysys Mason Lastly, the chart below highlights the lower 4G penetration in certain Group markets, and those of INWIT and Cornerstone, versus other European markets.

Benchmark of 4G Share of Total Connections, 2019 (%) Existing Market 88% 86% 86% Adjacent Market 75% 71% 68% 67% 67% 64% 61% 60% 55% 55% 47% 47% 44%

Switzerland Austria Slovakia Spain Portugal Ireland Hungary Romania UK France Poland Czech Republic Italy Germany Bulgaria Greece

Source: Analysys Mason As such, the Company believes that 4G will remain the leading technology in most markets for the coming years. Thereafter, 5G is predicted to become the leading technology. As MNOs launch their 5G services, further investments are expected to be made in network upgrades that may provide attractive growth opportunities for tower companies such as the Group. The table below highlights the countries in Europe which had deployed 5G services by early 2021:

Countries Number of providers who have launched 5G services Germany ...... 3 (T-Mobile, Vodafone and Telefónica Deutschland) Hungary ...... 2 (Magyar Telekom and Vodafone) Ireland ...... 3 (Vodafone, eir and Three) Italy ...... 2 (Telecom Italia and Vodafone) Romania ...... 3 (Digi, Vodafone and Orange) Spain ...... 4 (Vodafone, MASMOVIL, Telefónica and Orange) UK ...... 4 (EE, Vodafone, Telefónica and Three) Czech Republic ...... 3 (T-Mobile, O2 / CETIN and Vodafone) Greece ...... 3 (Cosmote, Wind Hellas and Vodafone) Source: Company Internal Analysis as at February 2021 As evidenced in the table above, Vodafone, the Group’s largest customer, has been an early adopter of 5G technology and it has been amongst the first to roll out 5G in EU markets (Source: Company Internal Analysis). The Group plans to leverage its anchor tenant relationship with Vodafone to accelerate its ambition to become a 5G “super host.”

143 15.4.1 Germany Number of Macro Sites by Site Type and Owner, 2019 / 2020 (thousands) 88% tower company 12% MNO

31.2

19.4 14.7 8.9

GD Towers Vantage American Tower O2 Towers

Source: Company Internal Analysis The German tower market is characterized by a significant portion of RTT Sites compared to other European markets. The largest tower portfolios in Germany are mainly tower companies spun off from MNOs. • GD Towers, which owns Deutsche Funkturm (DFMG), Germany’s largest tower company, is owned by Deutsche Telekom and includes Deutsche Telekom’s towers. • American Tower, the only major prior existing independent tower company, was formed from the combination of 2,000 towers it acquired from KPN in 2012 and 186 towers it acquired from WDR, a German broadcaster in 2016. In January 2021, American Tower announced that it had entered into definitive agreements with Telefónica, SA to acquire Telxius Towers, adding 12,500 Sites in Germany. • After the transfer of 10,100 Sites to Telxius, Telefónica Deutschland is expected to retain 8,900 Sites, forming the 12% of the market that is MNO-owned. Despite seeing a decline in SIM penetration over the last several years, Germany still has one of the highest SIM penetration rates in Europe (Source: Analysys Mason). Mobile data usage in Germany is lower than other European countries due to the large elderly population and low number of 4G subscribers. However, increasing 4G and 5G penetration, a reduction in prices for data packages and a cultural shift towards increased use of mobile data services are expected to put pressure on MNOs to expand capacity on their networks to accommodate the traffic demand. 4G remains the leading technology currently, but once fully introduced, 5G penetration is forecast to grow faster than 4G did at launch and is anticipated to make the largest share of connection technology types by 2025 (Source: Analysys Mason).

144 Evolution of Total Number of PoPs in the Market (EoP) PoPs (thousands)

139 10 12 35

FY2020 Coverage New Entrant Densification FY2030

Source: Analysys Mason, based on Analysys Mason PoPs forecast for Germany The German mobile landscape consists of three established MNOs, Vodafone, Deutsche Telekom and Telefónica Deutschland, and a new entrant, 1&1 Drillisch. In the 2019 spectrum auction, 1&1 Drillisch acquired 5G spectrum rights and is expected to roll out its own 5G network. It is understood to be planning approximately 12,000 Sites by 2030 mainly in urban areas, while relying on roaming in rural areas. All three main MNOs have started focusing on deploying 5G networks, with Vodafone, Deutsche Telekom and Telefónica Deutschland already having launched 5G services and 1&1 Drillisch forecast to follow suit in 2021. All MNOs are expected to switch off 3G by 2022. Although infrastructure sharing is limited at present, it is anticipated to grow in the future as MNOs deploy 5G and seek to close coverage gaps in the country. The growth in infrastructure sharing is expected to be focused on white spot areas for rural coverage. Presently, there is some passive sharing between MNOs in some areas but this is limited due to the high concentration of RTTs. In addition, Deutsche Telekom and Vodafone have agreed to improve long-term evolution (also known as LTE) coverage in gray spot areas via active sharing of approximately 3,600 Sites. On January 19, 2021, Telefónica announced that it had entered into letters of intent (subject to competition and regulatory approvals) with Deutsche Telekom and Vodafone to share their active networks in “gray spots.” 1&1 Drillisch has an ongoing wholesale agreement with Telefónica Deutschland for capacity and as of July 2020, it is understood to also be seeking national roaming agreements with the three larger MNOs, mainly in rural areas. The most recent 5G spectrum auction in June 2019 resulted in all three main MNOs in the German market and 1&1 Drillisch acquiring 5G spectrum, which includes stringent coverage obligations. These obligations include more than 100Mbit per second speed to at least 98% of all households by 2022, road and rail coverage, 1,000 new 5G base stations and 500 base stations in “white spot” areas (the coverage obligations for 1&1 Drillisch were set separately). These obligations are expected to drive significant roll out in underserved areas with Vodafone, Deutsche Telekom and Telefónica Deutschland agreeing to deploy and install equipment collectively on around 6,000 Sites in “white spot” areas across rural areas and transportation routes. Vodafone and Deutsche Telekom have also agreed to share equipment on approximately 3,600 Sites in gray spot areas where only one of the MNOs has coverage. The regulator has also alluded to potential further coverage obligations in the 2025 and 2033 spectrum renewal processes, based on the market needs at that time, driving continued PoP roll out in Germany even after current obligations are fulfilled. Beyond coverage obligations, the federal government announced in July 2020 that it intends, as part of its mobile communications strategy, to provide EUR 1.1 billion of subsidies to tower companies and MNOs to build up to 5,000 Sites in rural areas in Germany. As part of the COVID-19 stimulus package of June 2020, the ruling coalition parties also agreed to set aside EUR 5 billion to help MNOs build their 5G network infrastructure nationwide by 2025. In addition, the federal government and the federal states are making attempts to simplify the onerous process of obtaining planning permissions to deploy new Sites. As seen in the chart above, PoP growth in Germany is expected to be primarily driven by coverage obligations as well as densification needs and the entry of 1&1 Drillisch. While Vodafone, Deutsche Telekom and Telefónica Deutschland’s PoP demands are expected to be mostly driven by collective coverage before 2025 and future obligations and densification thereafter, 1&1 Drillisch’s PoP growth is expected to come from building a new network.

145 15.4.2 Spain Number of Macro Sites by Site Type and Owner, 2019 / 2020 (thousands) 100% tower company

11.2 8.8 8.6 7.7

0.6

American Tower Vantage Cellnex Orange Other Towers

Source: Company Internal Analysis In Spain, GBTs make up approximately 60% of all Sites, with Orange’s towers skewed towards RTTs as a result of Orange’s sale of 1,500 Sites to Cellnex and Telefónica’s sale of 4,244 Sites to Cellnex and the Telxius carve-out (Source: Company Internal Analysis). • Cellnex acquired its initial towers from Telefónica, with further acquisitions from MASMOVIL, Orange and Vodafone among others. • American Tower acquired Telxius in January 2021, including its 11,200 Sites in Spain. Telxius, was spun-off from Telefónica’s captive towers in 2016 and has the largest number of Sites, with approximately 40% of its Sites in urban areas. • In February 2021, Orange announced the creation of a tower company, TOTEM, with 25,500 Sites in France and Spain. Sites are located in cities (RTT) or in suburban / rural areas within the footprint of the RAN-share managed by Vodafone. Spain is a developed telecommunications market. Four main MNOs operate in the market, Movistar (owned by Telefónica), Vodafone, Orange and MASMOVIL. Due to the high level of mobile penetration and decline in traditional revenue streams, MNOs have shifted their focus to data as a primary source of revenues (Source: Company Internal Analysis). An increasing number of operators have started to offer unlimited mobile data tariffs. All of the MNOs have also adopted a multi-brand strategy, introducing low-budget brands to target different segments and avoid inter-segment erosion. This has also been the result of a well-established convergent market, where four-play bundles have been growing 2% annually from 2016 to 2019 (four-play bundles combine the services of broadband internet access, television and telephone with mobile service provisions) (Source: Analysys Mason). Unlimited data offerings are expected to drive demand for mobile data services, with data usage forecast to see 30% growth from 2019 to 2024 (Source: Analysys Mason). The fixed segment continues to see strong revenue growth driven by the expansion of fiber to the premises / building and internet protocol television (also known as IPTV).

146 Evolution of Total Number of PoPs in the Market (EoP) PoPs (thousands)

72 4 3 5 60

FY2020 Densification Coverage Network Sharing FY2030

Source: Analysys Mason, based on Analysys Mason PoPs forecast for Spain All four national MNOs, Telefónica, Orange, Vodafone and MASMOVIL have deployed 4G networks. In dense urban areas where there is spectrum congestion, operators have prioritized Macro Site densification to increase network capacity over the deployment of outdoor Small Cells, which are expected to be used only in specific cases. All four national MNOs have also deployed 5G. Passive and Active Sharing Arrangements have taken place in a widespread manner amongst MNOs in Spain. Orange has a national roaming agreement with MASMOVIL and separate active and passive sharing agreements with Vodafone. Originally signed in 2006, the agreement with Vodafone was extended in 2019 to include municipalities with fewer than 175,000 inhabitants. Orange’s national roaming agreement with MASMOVIL was extended in 2019 to include 5G and will enable MASMOVIL to secure its 5G presence in densely populated areas. As demonstrated in the chart above, densification and coverage obligations are the primary drivers of PoP growth in the market (Source: Analysys Mason). Spectrum licenses in Spain that were awarded in 2011 included coverage obligations that were met at the end of 2019 (although the responsible ministry has yet to formally confirm that everything is compliant). As such, the upcoming 700MHz auction in Spain and the projects pushed by the national recovery plan with EU funds are proposed to include new coverage obligations including providing 100% coverage to towns of more than 20,000 inhabitants within three years, as well as to motorways, dual carriageways and multi-lane roads, and high-speed railway passenger stations, in line with the global trend for 5G auctions and recovery plans. This could require the deployment of a significant number of new Sites. The auction was predicted to take place in late 2020 but has since been postponed to the first half of 2021 due to the COVID-19 pandemic. 15.4.3 Greece Number of Macro Sites by Owner, 2019 / 2020 (thousands) 52% Tower Company 48% MNO

4.8 4.4

Vantage Cosmote Towers

Source: Company Internal Analysis In July 2020, Vodafone Greece and Wind Hellas announced the merger of their tower assets, creating Vantage Towers Greece, which is expected to be the largest tower company in Greece, comprising a portfolio as at December 31, 2020 of approximately 4,800 Macro Sites (Source: Company Internal Analysis). The Greek mobile market is served by three main MNOs. Cosmote is the incumbent MNO, and Vodafone and Wind Hellas are the other two MNOs in the market. Although there has been a decline in subscribers

147 across the market, the market has seen strong growth in mobile data consumption, which has been the key driver for mobile revenue growth. This has been due to the introduction of promotional unlimited data plans by MNOs in order to retain customers in anticipation of upcoming 5G launches. In addition, there is a trend towards fixed-mobile convergence, with the majority of operators offering multi-play deals and expanding their bundle offerings with other services to gain more converged subscribers. 4G penetration in Greece (44%) is at the lower end relative to European peers but continues to grow (Source: Analysys Mason). All MNOs have deployed 4G and have been conducting 5G trials in anticipation of upcoming 5G launches. In December 2019, Vodafone launched large-scale 5G trials in collaboration with the Trikala Municipality for smart city design. MNOs are now seeking to secure relationships with local authorities and demonstrate various use cases for infrastructure and smart city projects. In December 2020, Cosmote became the first MNO in Greece to launch 5G services. As of January 2021, all three MNOs had launched 5G services. In terms of 5G auctions, the Greek authorities held 2GHz, 3.5GHz, 26GHz and 700MHz auctions in December 2020. The coverage obligations attached to these spectrum licenses include population coverage within the first three years, a 100 Mbps minimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 3.4-3.8 GHz spectrum. In terms of network sharing, Vodafone and Wind Hellas came to an agreement on 2G and 3G active sharing in June 2013 (and more recently, 4G).

15.4.4 Portugal Number of Macro Sites by Owner, 2019 / 2020 (thousands) 86% Tower 14% MNO

5.0

3.5

0.7 0.7

Cellnex Vantage MEO NOS Towers

Source: Company Internal Analysis The majority of towers in Portugal are owned by Cellnex or Vantage Towers, with a smaller number owned by MEO and NOS, both MNOs. The Portuguese mobile market is highly saturated, with intense competition between the three main MNOs, MEO, Vodafone and NOS. The competition is expected to intensify in the coming years following the entry of a new player in the market. The prospect of a new player is supported by spectrum auction terms by the regulator, ANACOM, that has paved the entry for a new MNO into the market. Mobile traffic has increased between 2018 and 2019, driven by the increasing number of smartphone connections and improved long-term evolution (also known as LTE) coverage (Source: Company Internal Analysis). Despite this, mobile data usage is still lower than other European countries. While SIM penetration has remained flat, broadband penetration has been increasing with high speed next-generation access being the main technology used. In order to drive take-up and reduce churn, operators have expanded their bundled services portfolio resulting in Portugal being one of the more prominent fixed-mobile convergence markets in Europe. The potential entry of a new entrant is expected to intensify competition in the market. In addition, mobile data usage is forecast to increase in the future, driven by increasing penetration of 4G in the short term, launch of 5G in the long term and increased competition from a new entrant leading to mobile data plans with higher data allowances. All MNOs have similar 4G network deployments and have been trialing 5G services, though this is expected to be delayed as a result of the delay in the 5G spectrum auction. In October 2020, Vodafone signed an agreement to enter into active sharing with NOS. This process is expected to increase Vodafone’s and NOS’

148 PoPs. In January 2020, Cellnex reached an agreement with Altice Europe and Belmont Infra Holding to acquire OMTEL, MEO’s tower company. MEO plans to add 400 Sites in the next four years and could add an additional 350 Sites by 2027. With regards to coverage obligations, a multi-band auction of 5G-compatible spectrum in Portugal commenced in November 2020. The auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021 while the auction for existing MNOs is ongoing and is expected to finish in the first quarter of 2021. Beyond the standard coverage obligations that are expected to be attached to these spectrum licenses, as highlighted above, the spectrum auction terms released by the regulator, ANACOM, have paved the way for the entry of a new MNO and/or MVNOs. In particular, some spectrum has been set aside for new entrants and MNOs are expected to enter into MVNO/national roaming agreements with operators that do not hold spectrum/have spectrum holdings below a certain threshold, respectively.

15.4.5 Ireland Number of Macro Sites by Owner, 2019 / 2020 (thousands, estimated) 100% tower company

1.8

1.2

0.7 0.4 0.4 0.3 0.3 0.2 0.2

Cellnex Vantage PTI Towercom ESB OPW Shared CIE Other Towers Telecoms Access

Source: Company Internal Analysis The Irish tower market is fragmented, with towers spread across numerous independent tower companies (Source: Company Internal Analysis). With respect to independent tower companies, Phoenix Telecom International and Cellnex are the biggest operators along with the Group. Blackstone-owned Phoenix Telecom International entered the market through its 2020 acquisition of 650 towers from Eircom Limited (“eir”), along with a BTS framework agreement for up to 700 Sites over the next eight years. In 2019, Cellnex acquired Irish tower company Cignal, which owned 546 Sites, and more recently, acquired Three’s Sites as part of its CK Hutchison acquisition (Three’s towers business was carved out in 2020 to create CK Hutchison). Cellnex has also previously announced a EUR 60 million investment to build 600 BTS Sites by 2026. Following Three’s acquisition of Telefónica Ireland (i.e., O2 Ireland) in 2014, the Irish mobile market has been served by three main MNOs: Three, Vodafone and eir. In addition, there are four MVNOs, three of which are hosted on Three’s network. Their budget offerings are driving high connection growth in the MVNO space. As the mobile subscriber base grows and data usage increases, it is expected that more PoPs will be deployed for densification. A key driver of increased data usage in Ireland has been the introduction of unlimited mobile data packages. While Three has historically had a “data-heavy” market positioning, both Vodafone and eir have launched mobile packages offering unlimited data to its subscribers to challenge this. All MNOs have deployed 4G in low- and mid- frequency bands and are currently deploying 5G in certain areas. Due to a sparser rural population compared to other Western European countries, more extensive roll out is required by MNOs to achieve high geographical 4G coverage. Vodafone was the first mover towards 5G roll out in 2019, with eir and Three following in late 2019 and 2020. All three intend to conduct a large-scale roll out in 2021. Network sharing is principally ad hoc in Ireland, with the Mosaic network sharing agreement between Three and eir, currently being unwound. Going forward, an additional 1,500 PoPs (approximately) are forecast by 2024, with acceleration driven by urban densification needs and rural coverage (Source: Analysys Mason, based on Analysys Mason PoPs forecast for Ireland). Given Three has a number of Sites serving a high number of subscribers, they are expected to have the largest densification needs of all MNOs.

149 Ireland’s last spectrum auction was held in May 2017 for 3.6GHz spectrum, where Vodafone, eir and Three purchased the bulk of the spectrum with smaller regional amounts going to DenseAir and Imagine. Successful bidders of the spectrum were required to deploy a specified number of base stations within three years, depending on the region and amount of spectrum held. However, due to the incomplete clearance and transfer of spectrum rights, some of these roll outs have been delayed. In addition, Ireland is predicted to hold further spectrum auctions for various bands. Unlike the Group’s other markets, these auctions are unlikely to include new deployment for coverage except for the 700MHz band where the coverage obligations are the provision of a 3Mbit per second service to 99% of the population and 92% of the geographic area and a 30Mbit per second service to 95% of the population, 90% of motorways, 80% of primary roads and 345 specific locations, including business parks, hospitals, higher education campuses, air and seaports, train and bus stations and visitor attraction information points. This is expected to be achieved within seven years, with check points at three and five years. However, due to the COVID-19 pandemic, the regulator has taken temporary measures in which it has assigned 700MHz spectrum, liberalized the 2.1GHz band and facilitated leasing of the 3.6GHz band.

15.4.6 Romania Number of Macro Sites by Owner, 2019 / 2020 (thousands) 17% tower company 83% M NO

5.0

3.6 2.8 2.3

Vantage Digi Orange Deutsche Towers Telekom

Source: Company Internal Analysis In Romania, the majority of towers are still MNO-owned with no large independent tower companies present other than the Group. The MNO-captive towers are primarily owned by Deutsche Telekom, Digi and Orange. While currently still MNO-owned, Orange has announced its intention to create a European infrastructure company which could potentially include its tower and fiber assets in Romania. Compared with other geographies in which Vantage Towers operates, the Romanian market is much less mature in terms of independent tower company presence. The Romanian market is served by four MNOs: Orange, Vodafone, Telekom Romania (owned by Deutsche Telekom) and Digi. Alongside their mobile presence, each of these MNOs also has a stake in the fixed market. Similar to Western European markets, data usage is forecast to grow in the coming years driven by increased adoption of smartphones, further introduction and adoption of unlimited data packages in the market and increased adoption of 5G. In line with this trend, fixed broadband connections have also witnessed growth, driven by the take-up of fiber and cable services, a trend that is expected to continue (Source: Analysys Mason). While all MNOs have launched 4G, Telekom are still yet to launch 5G. Each of Orange, Vodafone and Digi launched its 5G services in 2019, using existing spectrum holdings to provide coverage in selected cities. All MNOs in Romania share tower infrastructure, however, Vodafone and Orange also have a network sharing agreement in place which includes active elements. This network sharing deal was announced in 2013 via a joint venture called Netgrid Telekom with the active sharing mainly in rural areas. In Romania, a multi-band 5G auction is being scheduled for 2021. The regulator has suggested various obligations attached to this spectrum, with the lower band spectrum obligations aimed at increasing the coverage of networks able to provide increasingly higher throughputs and the higher bands aimed at encouraging 5G deployment. While no spectrum has been reserved for new entrants, the coverage obligations are predicted to be relaxed for new entrants. Although there is some densification ongoing, PoP growth across all MNOs is expected to be mainly driven by the deployment of coverage PoPs to meet obligations.

150 15.4.7 Hungary Number of Macro Sites by Owner, 2019 / 2020 (thousands) 51% tower company 49% MNO

2.1 1.9 1.8 1.4

Vantage Towers CETIN Deutsche Telekom Digi

Source: Company Internal Analysis In Hungary, 49% of towers are MNO-owned, with the Group being one of the large independent tower companies in Hungary. The MNO-captive towers in Hungary are primarily owned by Deutsche Telekom, followed by Digi. The Hungarian market is served by three full-fledged MNOs, Magyar Telekom, Vodafone and Telenor, and a new entrant Digi (a fixed operator) which entered the mobile market in 2019. All players offer quadruple play services except for Telenor, which is a mobile-only player, and Digi’s mobile services, which are limited in scope and territory. Vodafone and Magyar Telekom have already launched commercial 5G services, while Telenor and Digi have conducted trials. Despite entering the market in 2019, Digi did not participate in the 5G spectrum auction and also did not participate in the 900 / 1,800 MHz renewal auctions in January 2021. In terms of network sharing, save for in Budapest, Magyar Telekom and Telenor have an active sharing agreement in the 800MHz and 900 MHz band which has facilitated extensive rural coverage. There was a 5G spectrum auction in Hungary in April 2020 for 5G spectrum in the 700MHz and 3.6GHz band, with Magyar Telekom, Telenor and Vodafone emerging successful. Coverage obligations contain voluntary 5G roll out aspects. The three MNOs have the option to meet 10 out of 39 coverage obligations with deadlines in 2023 and 2025, respectively, in order to achieve a 50% discount for the first ten years on the annual fee of their 5G spectrum. These obligations are split into five different network development groups, namely rail and other non-road traffic, road traffic, population coverage of cities and towns, tourism and vertically integrated entities. The deployment of Digi and densification needs from other MNOs are expected to be the main drivers of PoP growth in Hungary with some growth from coverage obligations in the short term. On January 28, 2021, an auction for 5G spectrum in the 900 MHz and 1,800 MHZ bands closed with Magyar Telekom Nyrt, Telenor Magyarország Zrt and Vodafone Hungary acquiring spectrum.

15.4.8 Czech Republic Number of Macro Sites by Owner, 2019 / 2020 (thousands) 70% tower company 30% MNO

4.8 3.8 3.7

CETIN Vantage Towers T-Mobile

Source: Company Internal Analysis

151 The Czech market is largely addressed by independent tower companies, with T-Mobile being the only MNO to retain its towers. The largest independent tower company in the Czech Republic alongside the Group is CETIN, which has 4,800 towers, after the acquisition of Telefónica’s infrastructure assets in the Czech Republic. There are currently three MNOs serving the Czech market: T-Mobile, O2 and Vodafone. All three MNOs are relatively balanced in terms of network evolution and have all deployed 4G in both low- and mid- spectrum bands. All three MNOs commercially launched 5G services in Prague and other key cities recently with the obligation to cover the national footprint by 2024 based on the acquisition of 700 MHz spectrum in the recent 5G spectrum auction. In that auction, 700 MHz spectrum was only acquired by the existing three MNOs, with O2 acquiring 700 MHz spectrum with stricter coverage obligations, including the commitment to develop emergency and security services and offer national roaming to non-MNO holders of mid-band spectrum. CentroNet and Nordic Telecom, who have been operating in the Czech market as small independent telecommunication operators, successfully acquired spectrum in November 2020 in the 3.4 GHz to 3.5GHz range, entitling them to national roaming on the O2 network. Additionally, PODA and Nordic Telecom acquired 3.7 GHz spectrum in July 2017 with PODA also being entitled retrospectively to national roaming on the O2 network. In contrast to the Hungarian market, the Czech market has one of the highest SIM penetration rates in Europe, and this is forecast to remain broadly stable in the coming years (Source: Analysys Mason). The active RAN-sharing agreement between T-Mobile and O2/CETIN includes 2G, 3G and 4G, although it is currently under investigation by DG Competition. PoP growth is expected to be driven mainly by Vodafone’s roll out for coverage and densification purposes. Due to the network sharing agreement between T- Mobile and O2, their roll out is expected to be mainly driven by densification needs and any extended coverage required by the 5G licenses.

15.4.9 Italy Number of Macro Sites by Owner, 2019 / 2020 (thousands) 100% tower company

22.1 19.3

1.0

INWIT Cellnex Towertel

Source: Company Internal Analysis The Italian tower market is largely addressed by tower companies. INWIT and Cellnex own approximately 98% of the total Sites: • Following the merger of Vodafone Italy’s towers into INWIT in March 2020, INWIT leads the market with 22,100 Macro Sites. INWIT was originally floated on the Milan Stock Exchange in June 2015 as a spin-off of Telecom Italia’s towers. • The Cellnex portfolio is the result of the acquisition of several tower companies in Italy, with a large part of its portfolio resulting from the acquisition of Wind’s tower company Galata and its 7,377 towers in 2015. More recently, Cellnex has acquired 2,200 Sites from Iliad in May 2019, and 8,900 Sites from Wind Tre as part of its CK Hutchison acquisition (based on Cellnex: Q3 2020 pro forma for new existing Sites at closing of the acquisition). • The other independent tower company in the market is TowerTel, the telecommunication-focused subsidiary of EI Towers which has built and acquired a portfolio of 1,000 telecommunications towers (approximately 300 of which were through acquisitions). In December 2020, Phoenix Tower International entered into a definitive agreement with El Towers to acquire TowerTel, which owns or

152 leases, operates and manages approximately 2,400 telecommunications towers, DAS and telecommunications Sites across Italy. • Wind Tre’s remaining tower portfolio is now part of CK Hutchison Networks, a new entity created in 2020 which manages CK Group Telecom telecommunication Sites across Europe, which recently agreed to be acquired by Cellnex. The Italian mobile market has undergone several changes in the last several years. In May 2018, Iliad entered the market, increasing competition among the major operators and resulting in Vodafone and Telecom Italia launching low-cost mobile sub-brands. Subsequently, in July 2019, Fastweb entered the Italian mobile market having secured spectrum in the latest 5G auction, and a 10-year agreement with Wind Tre for national roaming as well as a commercial partnership to develop the 5G network. As a result, the Italian mobile market was served by four main MNOs until 2019: Telecom Italia, Vodafone Italy, CKH (Wind Tre) and Iliad. Both the number of subscribers and data traffic continue to rise in Italy, with the mobile data usage forecasted to increase at a 49% compound annual growth rate from 2019 to 2024 (Source: Analysys Mason) due to increased mobile data consumption per smartphone (Source: Company Internal Analysis). All Italian operators are investing in 5G networks in the country. Telecom Italia and Vodafone launched commercial 5G services in 2019, and Wind Tre and Iliad were expected to launch in 2020, which has been delayed due to the COVID-19 outbreak. Fastweb is expected to rapidly deploy its 5G network, alongside the co-investment agreement with Wind Tre to compete in the 5G market alongside the four established MNOs. In terms of network sharing, in July 2019, Vodafone and Telecom Italia announced the creation of an active sharing partnership for 4G and 5G and the expansion of their existing passive sharing agreement. The partnership will enable active sharing in cities with populations of up to 100,000 people, supporting faster deployment of 5G over a wider geographic area. They also extended their existing passive sharing agreement, from approximately 10,000 Sites (which is approximately 45% of their combined passive towers) to a nationwide agreement. The other active sharing agreement in the market is between Fastweb and Wind Tre. It is a 10-year shared 5G network agreement consisting of macro cells and indoor Small Cells, connected through dark fiber from Fastweb, to be deployed nationwide, with a targeted coverage of 90% of the population by 2026. Wind Tre will manage the 5G network, while both operators will remain independent in the commercial and operational use of the shared infrastructure. Italy held its 5G spectrum auction in October 2018, offering 700MHz, 3.7GHz, and 26GHz bands. The Italian government started clearing 700MHz spectrum (which is currently used by television broadcasters) in 2019, and the allocation for 5G is expected to be completed by 2022. Both the 700MHz and 3.7GHz spectrum bands include stringent coverage obligations, including population coverage (both on an individual and collective basis), coverage of major transport networks and coverage of tourist areas.

15.4.10 United Kingdom Number of Macro Sites by Owner, 2019 / 2020 (thousands) 91% tower company 9% MNO

14.2

8.0 7.3 2.0 3.0 0.5

Cornerstone Cellnex MBNL WIG Other BT

Source: Company Internal Analysis; Cellnex has also agreed with CK Hutchison to acquire the economic risks or rewards deriving from approximately 6,000 macro Sites in the United Kingdom; Mobile Broadband Network Limited (“MBNL”) is a 50:50 joint venture between EE and Three and manages towers for EE and Three but does not own the passive infrastructure The UK tower market is largely addressed by tower companies: Cornerstone, Cellnex, MBNL and Wireless Infrastructure Group own 91% of the Sites. Cellnex’s UK presence was formed from the acquisition of Arqiva and Shere Group and more recently acquired economic risks and rewards related to CK Hutchison’s interest in its Passive Infrastructure portfolio in the United Kingdom. The remaining towers are owned by two

153 joint ventures—Cornerstone, which owns approximately 14,200 Macro Sites and operates the Group’s and Telefónica UK’s network, and MBNL, which operates EE’s (owned by BT) and Three’s (CK Hutchison) 7,300 Sites. Contrary to other tower companies, MBNL has a slightly different business model, as it is structured as a management company with its assets being retained by both MNOs. The United Kingdom’s mobile market has been served by four main MNOs, which are Telefónica (which is waiting for approval to merge its wholly owned subsidiary O2 with Virgin Media Inc.), EE, Vodafone and Three. The number of subscribers is expected to remain broadly unchanged in the medium-term. However, mobile data traffic is expected to grow rapidly with the launch of 5G services and unlimited tariffs. As the data usage increases, it is likely that more PoPs will be deployed for densification. All MNOs have deployed 4G in low- and/or mid-frequency bands and have also started to deploy 5G, with initial roll out expected to focus on existing Sites, supported by the infrastructure already deployed for 4G. EE and Vodafone were the first to launch their 5G networks in May and July 2019, respectively. In October 2019, O2 (the commercial brand of Telefónica UK) followed suit with Three rolling out its full 5G service in 2020. Network sharing is widespread in the United Kingdom with EE and Three forming a passive sharing agreement in 2007 through the formation of MBNL. While Vodafone and O2 have shared passive infrastructure through Cornerstone and more recently shared 2G/3G/4G equipment, in July 2019, the parties agreed to extend this to an active sharing of 5G equipment on a selected number of Sites across the United Kingdom, primarily in rural areas, with passive sharing being adopted for 5G in urban areas. The United Kingdom’s 5G spectrum auction is expected to be held in early 2021 for the 700MHz band and for an additional 120MHz in the 3.6 to 3.8GHz spectrum band. There will be a cap of 416MHz or 37% on the total amount of spectrum designated for mobile services that any single MNO may hold, to safeguard competition amongst MNOs. While there was originally an intention to impose coverage obligations on the 700MHz band, this has since been replaced with the SRN, a shared rural network jointly funded by operators and the state. In March 2020, the four MNOs in the United Kingdom signed a deal with the government in which the MNOs committed to invest a combined GBP 530 million, with a further investment of GBP 500 million from the government to increase coverage in the United Kingdom in rural areas. The SRN includes the targeted sharing of existing masts and the construction of new masts in poorly served areas, which aims to extend 4G geographic coverage to 95% by the end of 2025. It is expected that this will extend mobile coverage to an extra 280,000 premises, overall, along 16,000 additional kilometers of roads, particularly in areas where there is no service at all. The MNOs agreed to their 900MHz and/or 1800MHz licenses being varied to give effect to these commitments in the form of new coverage obligations. Other regulations in the United Kingdom have also been positive for mobile telecommunications tower companies, in particular the changes to the ECC at the end of 2017, which are expected to reduce the ground lease rental costs of Sites through improved negotiating instruments with landlords.

154 16 BUSINESS 16.1 Overview Vantage Towers is a leading European mobile telecommunications tower infrastructure operator as measured by scale and geographic diversification, with approximately 82,000 Macro Sites and approximately 7,100 Micro Sites across 10 markets, in nine of which it ranks either first or second by number of Sites (Source: Company Market Position Assessment). Vantage Towers has a controlling interest in its operations in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, and a co-controlling interest in tower infrastructure operators in Italy and the United Kingdom. In Greece, the Group owns 62% of the outstanding share capital of Vantage Towers Greece and expects to acquire the remaining 38% seven calendar days after Admission following the triggering of a call option on February 24, 2021. In Italy, Vantage Towers owns 33.2% of the outstanding share capital of INWIT, an Italian public company operating approximately 22,100 Macro Sites, and in the United Kingdom Vantage Towers owns 50% of the outstanding share capital of Cornerstone, a joint venture company operating approximately 14,200 Macro Sites. The Group’s principal business is building and operating telecommunications Sites in order to provide space, energy management and related services to customers that in turn provide mobile, voice, data and other services to end-users. The Group’s portfolio of assets is supported by long-term contractual commitments with MNOs that largely hold investment grade credit ratings, which provide predictable revenues typically adjusted periodically for inflation. This includes the Vodafone MSAs with members of the Vodafone Group, the leading MNO in Europe by number of mobile subscribers (Source: Fitch Solutions). Vantage Towers’ assets and operations have mainly been extracted from Vodafone operating companies across Europe and consolidated under the Company’s ownership. In most of Vantage Towers’ markets, the majority of its tower assets have been developed organically over three decades. Consequently, the Company believes that the Group’s international Site portfolio is well-integrated, benefits from the strategic locations of its Sites, and is an attractive potential host for MNO customers looking to expand or densify their networks. Vantage Towers brings together a combination of four key factors: (i) owning fully integrated nationwide networks that are underpinned by secure, long-term contractual arrangements with a high-quality customer base, including leading MNOs in each market (Source: Fitch Solutions); (ii) controlling or co-controlling towers that are part of the essential consolidated grid of at least two of the largest MNOs in markets where the Vodafone Group has already agreed nationwide active sharing agreements, including Spain, Greece, Portugal, Italy, the United Kingdom and Romania; (iii) expanding the services offered by a tower company beyond the traditional role of an infrastructure landlord to MNOs to the role of an innovative network enabler for a range of existing and new customers; and (iv) being at the forefront of enabling a resilient, inclusive digital society with a clear focus on sustainable infrastructure to minimize environmental impact. The Group is well-positioned to benefit from long-term trends in the European mobile telecommunications market, delivering growth and value opportunities across each of its markets by (i) building BTS Sites to satisfy the coverage obligations and densification requirements of its customers resulting from strong data usage growth and the roll out of 5G, (ii) improving asset utilization by adding new customers beyond MNOs, (iii) driving efficiencies, (iv) expanding into adjacent services and (v) targeting both organic and inorganic growth opportunities. With its extensive footprint, strong relationships with leading MNOs and experienced and empowered management team, the Group is well-placed to capitalize on prevailing market trends by attracting new customers onto its existing Sites and deploying new Sites. Management has identified opportunities to deliver efficiencies by optimizing costs across the Group’s portfolio and promoting best practices, as well as to drive further growth from non-core opportunities and the further expansion of the Group’s customer base. The Group has an operating model that delivers committed, long-term revenues with regular adjustments that are typically linked to inflation. Vantage Towers operates its business across four segments: Germany, Spain, Greece and Other European Markets.

155 The following table sets out certain key operational information about the Vantage Towers portfolio, including the portfolios of its co-controlled joint ventures, as of March 31, 2020 and December 31, 2020.

Macro Sites(1) GBTs(2) RTTs(2) Tenancy Ratio(3) Mar 31, Dec 31, Mar 31, Dec 31, Mar 31, Dec 31, Mar 31, Dec 31, 2020(4) 2020(5) 2020(4) 2020(5) 2020(4) 2020(5) 2020(4) 2020(5) (‘000) (%) (x) Markets by Segment Germany ...... 19.0 19.4 23 23 77 76 1.20 1.21 Spain ...... 8.9 8.8 46 46 54 54 1.60 1.68 Greece(6) ...... 4.9 4.8 42 42 58 58 1.61 1.64 Other European Markets Portugal ...... 3.4 3.5 54 54 46 46 1.21 1.22 Czech Republic ...... 3.8 3.8 25 26 75 74 1.09 1.09 Romania ...... 2.3 2.3 55 55 44 44 2.01 2.01 Hungary ...... 1.9 1.9 40 40 60 60 1.38 1.41 Ireland ...... 1.2 1.2 49 49 50 50 1.54 1.55 Total Other European Markets . . 12.6 12.7 43 43 57 57 1.38 1.38 Total Consolidated Markets . . . 45.4 45.7 35 35 65 64 1.37 1.39 Co-Controlled Joint Ventures Italy(7) ...... 22.1 22.1 N/A N/A N/A N/A 1.80 1.85 United Kingdom(8) ...... 14.1 14.2 77(9) 77(9) 23 23 2.01 2.01 Total ...... 81.6 82.0 45(10) 45(10) 55(10) 55(10) 1.61 1.62

Notes: (1) Macro Sites are the physical infrastructure, either ground-based or located on the top of a building, where communications equipment is placed to create a cell in a mobile network, including Streetworks, and Long-Term Mobile Sites. Macro Sites include GBT and RTT Sites. This table does not include Micro Sites, which are comprised of DAS/indoor Small Cell Sites and outdoor Small Cell Sites. (2) GBTs (which include Streetworks in the United Kingdom) and RTTs are shown as a percentage of Macro Sites. (3) Tenancy ratio means the total number of tenancies (including physical tenancies and active sharing tenancies) on the Group’s Macro Sites divided by the total number of Macro Sites. Therefore, the Group’s tenancy ratio counts two tenancies where the physical tenant (Vodafone or another MNO) is actively sharing on a Macro Site. (4) Macro Site and tenancy figures as of March 31, 2020 presented as if the Reorganization had completed as of that date. (5) Macro Site and tenancy figures as of December 31, 2020, except for INWIT which is as of September 30, 2020. (6) Reflects Vantage Towers Greece, the combined towers businesses of Vodafone Greece and Wind Hellas, on a fully consolidated basis. See “3 Reorganization.” (7) Reflects 100% of INWIT’s Macro Sites and tenancies as of September 30, 2020. (8) Reflects 100% of Cornerstone’s Macro Sites and tenancies. (9) Includes approximately 3,800 Streetworks. (10) Excludes INWIT.

16.2 Key Strengths 16.2.1 A Leading European Mobile Telecommunications Tower Infrastructure Operator Vantage Towers is a leading European mobile telecommunications tower infrastructure operator in terms of scale, diversification, asset quality and market position (Source: Company Market Position Assessment), offering a high-quality tower portfolio that is attractive to existing and new tenants. The Group derives all of its revenue from the mobile telecommunications Site services it provides, with minimal exposure to broadcasting or other activities. As of December 31, 2020, the Group had controlling or co-controlling interests in operations that owned and operated approximately 82,000 Macro Sites across 10 European markets. In nine of these 10 markets, the Group or its co-controlled joint ventures rank either first or second by number of Sites (Source: Company Market Position Assessment). The Group’s shareholdings in INWIT and Cornerstone afford it co-control of tower infrastructure leaders in Italy and the United Kingdom, respectively. In Vodafone and Telecom Italia, INWIT has two market leaders as its anchor tenants, and due to commitments for new Macro Sites and tenancies, INWIT has multiple levers to support strong future growth. Similarly, Cornerstone has two UK market leading anchor tenants, Vodafone UK and Telefónica UK, that have

156 Active Sharing Arrangements in place. Vodafone UK and Telefónica UK have BTS commitments to Cornerstone and Cornerstone is a preferred supplier of new Sites for both MNOs. The following table sets out a breakdown of the Group’s Site portfolio by market, including the portfolios of its co-controlled joint ventures, showing number of Macro Sites as of the date indicated and market position.

Macro Sites(1) Market Position(2) (‘000) Markets by Segment Germany ...... 19.4 2 Spain ...... 8.8 2 Greece(3) ...... 4.8 1 Other European Markets: Portugal ...... 3.5 2 Czech Republic ...... 3.8 2 Romania ...... 2.3 4 Hungary ...... 1.9 2 Ireland ...... 1.2 2 Total Other European Markets ...... 12.7 — Total Consolidated Markets ...... 45.7 — Co-Controlled Joint Ventures Italy(4) ...... 22.1 1 United Kingdom(5) ...... 14.2 1 Total ...... 82.0 —

Notes: (1) Total Macro Sites as of December 31, 2020, except for INWIT which is as of September 30, 2020. (2) Based on the number of Macro Sites the Group (including INWIT and Cornerstone) owns or operates in each of its markets and on what it believes to be comparable data for the other tower companies it has analyzed. The Company’s estimated market position in Spain is based on the number of Macro Sites excluding broadcasting and radio Sites for its competitor, Cellnex. For the avoidance of doubt, the Company’s market position analysis excludes (i) Micro Sites and (ii) transmission Sites (Source: Company Market Position Assessment). (3) Reflects Vantage Towers Greece, the combined towers businesses of Vodafone Greece and Wind Hellas, on a fully consolidated basis. See “3 Reorganization.” (4) Reflects 100% of INWIT’s Macro Sites. Figures are as of September 30, 2020. (5) Reflects 100% of Cornerstone’s Macro Sites.

The Group believes that its size is complemented by the high-quality and strategic location of its Sites, which provide national coverage and a full Passive Infrastructure offering to its customers. The Group’s Site portfolio across its Consolidated Markets is well balanced, with approximately 16,000 GBTs, 29,400 RTTs, 300 Long-Term Mobile Sites and 1,500 Micro Sites as of December 31, 2020. The Company believes that its Sites are well-positioned to capture the demand from network densification within its markets. Excluding INWIT and Cornerstone, approximately 37% of the Group’s Macro Sites are located in high population urban areas, approximately 19% are located in suburban areas and the remaining approximately 44% are located in rural areas in which demand is supported by coverage obligations. Based on the Group’s co-tenancy analysis, described under “16.5.2 Site Portfolio” below, the Group also has attractive Sites with limited competition, particularly in Germany. Approximately 57% of the Group’s Macro Sites located in urban areas in its Consolidated Markets (excluding those in Hungary and Romania) have no third party Sites located within 150 meters and approximately 38% of the Group’s Macro Sites located in rural areas in its Consolidated Markets (excluding those in Hungary and Romania) have no third party Sites located within one kilometer. The Company believes that the high quality and strategic positioning of these Sites makes them attractive to current market participants and new market entrants looking to expand their networks and respond to densification needs and coverage obligations. Furthermore, the Group’s average tenancy ratio of 1.39x across the Macro Site portfolio in its Consolidated Markets as of December 31, 2020 underpins substantial colocation and upgrade potential. This provides significant capacity for growth of the Group’s customer base and tenancies.

16.2.2 Benefitting from Strong and Resilient Underlying Demand Within a Growing Towers Market Vantage Towers benefits from having leading positions in markets in which densification needs, driven by mobile data growth and 5G roll out, and government-mandated coverage obligations, are increasing demand for

157 additional tenancies and Sites. Vantage Towers expects to build approximately 550 BTS Sites by March 31, 2021 and has commitments to build approximately 7,100 additional BTS Sites across its Consolidated Markets over the next five financial years. The Company believes these markets form the core of a growing European towers market. With the roll out of each new generation of mobile technology, users have consumed more data. Data usage in Europe continues to grow rapidly in response to the increasing adoption of smartphones and internet- based applications. Between 2020 and 2024, mobile data consumption in Western Europe is expected to grow from 40,000 PB per year to 96,000 PB per year (Source: Company Internal Analysis). In order for MNOs to expand their networks, and improve quality as subscribers and data usage increase, they must maintain effective capacity to ensure network stability and a lack of congestion (i.e., coverage and speed). This in turn requires that MNOs densify their networks by increasing their tenancies, because existing network cells have capacity limits and as data usage increases, the effective size of network cells typically decreases. Network densification is further required to support the range and capacity requirements of the high frequency spectrum used by the 5G networks that MNOs are rolling out across Europe following national 5G spectrum auctions. Between 2020 and 2024, 5G mobile connections in Western Europe are projected to increase from 2% of total connections to approximately 42% of total connections following the allocation of high band spectrum in certain European markets, including Germany (Source: Company Internal Analysis). The higher use of data during the COVID- 19 pandemic has also led the EU and individual European governments to take actions to support data demand, including the EU’s EUR 750 billion Next Generation recovery fund to invest in better connectivity through the rapid deployment of 5G networks and funds to support 5G network expansion in the German Government’s EUR 130 billion stimulus package. MNOs will also need additional tenancies in increasing amounts to address short-term and medium-term coverage obligations. In a number of the Group’s markets, national regulators have established coverage obligations that require MNOs to provide network coverage of certain quality over certain areas. For example, in Germany, MNOs must provide coverage for 98% of households with more than 100Mbit per second download speed by 2022, road and rail coverage, 1,000 new 5G base stations and 500 base stations in “white spot” areas. These obligations are expected to drive significant roll out in underserved areas, with Vodafone, Deutsche Telekom and Telefónica Deutschland having signed a letter of intent to coordinate the setup and operation of 6,000 Sites in “white spot” areas (i.e. areas in which no MNO provides coverage) across rural areas and transportation routes. In Italy, MNOs are required collectively to provide 5G coverage to 80% of the population within three years (four years for new entrants) of auctioned spectrum becoming available in 2022 and 99.4% of the population within four and a half years. In the United Kingdom, an industry-led SRN provides for individual MNO coverage commitments that have replaced government coverage obligations on 700MHz spectrum at the next auction. The SRN aims to extend combined 4G coverage to 95% of the United Kingdom by the end of 2025. The coverage commitments of one of Cornerstone’s anchor tenants, Vodafone UK, cover an additional 90,000 premises (total MNO commitments of 280,000) and 8,500 additional kilometers of roads (total MNO commitments of 16,000 kilometers). In Spain, the 700MHz spectrum auction is expected to take place during the first half of 2021. It is proposed that the auction will include coverage obligations requiring 100% coverage for towns of more than 20,000 inhabitants within three years, as well as for motorways, dual carriageways and multi-lane roads, and high-speed railway passenger stations. In Portugal, the 5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021, while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in the first quarter of 2021. MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95% of the country’s total population by 2025. In Greece, new obligations attaching to the 2GHz, 3.5GHz, 26GHz and 700MHz auctions held in December 2020 include population coverage within the first three years, a 100 Mbps minimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 3.4-3.8 GHz spectrum. Voluntary 5G coverage obligations are being expanded in Hungary and are already in place in the Czech Republic. They are also expected to be applied to spectrum expected to be auctioned in Romania and Ireland. The Company believes that the densification needs and coverage obligations described above will drive consistent, MNO-led growth in the number of tenancies and Sites in the Group’s markets, underpinning strong and resilient demand for its services. Between the twelve months ended March 31, 2020 and the twelve months ending March 31, 2025, PoPs (which Vantage Towers refers to as tenancies) in the Group’s Consolidated Markets are forecast to increase by approximately 26% to approximately 278,000, largely driven by coverage obligations as MNOs seek to meet population and area requirements (approximately 36,000 new PoPs) and to a lesser extent densification needs (approximately 15,000 PoPs) (Source: Analysys Mason, based on its PoPs forecast for all markets, including new entrants, where Vantage Towers is present (excluding Italy)). Between the twelve months ending March 31, 2025 and the twelve months ending March 31, 2030, PoPs in the Group’s

158 Consolidated Markets are forecast to increase by approximately 12% to approximately 311,000 potential PoPs primarily due to coverage obligations (approximately 17,000 new PoPs) and densification needs (approximately 9,000 new PoPs) (Source: Analysys Mason, based on its PoPs forecast for the Group’s Consolidated Markets). During both periods, new entrants are forecast to contribute to the growth in PoPs (approximately 7,000 and 6,000 new PoPs, respectively) following recent and future spectrum auctions (Source: Analysys Mason, based on its PoPs forecast for the Group’s Consolidated Markets). In Germany, PoPs are forecast to grow by approximately 57,000, or 5.4%, between the twelve months ended March 31, 2020 and the twelve months ending March 31, 2030, of which 35,000, 12,000 and 10,000 PoPs are forecast to be driven by coverage obligations, a new market entrant and densification needs, respectively (Source: Analysys Mason, based on its PoPs forecast for Germany). In Spain, PoPs are forecast to grow by approximately 12,000, or 1.8%, over the same period, with coverage obligations, densification needs and network sharing arrangements resulting in increases of 4,000, 5,000 and 3,000 PoPs, respectively (Source: Analysys Mason, based on its PoPs forecast for Spain). These factors are driving demand within a European tower market that continues to evolve, creating significant growth opportunities for scaled mobile telecommunications tower infrastructure operators like Vantage Towers. The European tower market is in the early stages of its evolution and the Company believes that its high quality infrastructure, which offers superior locations and nationwide coverage, is well-positioned to benefit from the market’s growth. The commercialization of tower companies, while a developing trend in Europe, has substantial room for growth when compared with other more mature towers markets like that in the United States. For example, as of 2021, approximately 50% of European Sites were owned by independent tower companies (Source: TowerXchange Europe Report 2019; broker reports; Company Internal Analysis) compared to 90% in the United States (Source: broker reports). In addition, there is considerable scope for tower companies to increase their average tenancy ratios in Europe when compared to the United States, where the average tenancy ratio of U.S. tower companies generally was more than 2.0x in 2019 according to broker reports. The U.S. tower infrastructure market also demonstrates the potential for improved cost optimization through land ownership and the use of RoUs, with major U.S. tower infrastructure operators owning or having long-term leases on approximately 35% of their assets. The Vantage Towers specialist commercial team was established to drive growth and efficiency across the business in part by increasing the number of tenants on, and thereby the utilization of, the Group’s Sites. The Group is also actively pursuing efficiency gains through a ground lease optimization program aimed at replacing leasehold interests underpinning the Group’s Sites with land ownership and long term RoUs, as described in further detail in “16.3.1.3 Best-in-Class Tools” below. The Company believes that it is well-placed to leverage the expected demand growth and evolving dynamics in the European towers market in order to grow its revenue and its profitability, due to its differentiated Site portfolio, its relationships with key MNOs, its high quality service offering and its highly motivated commercial team.

16.2.3 Highly Rated Customer Base, including Europe’s Largest MNO as Vantage Towers’ Anchor Tenant, Secured with Network Sharing Agreements The Group’s customer base is underpinned by its anchor tenant relationship with Vodafone as well as its relationship with other leading MNOs. Vodafone is the leading European MNO by number of mobile subscribers and provides network coverage across twelve countries. Vodafone was also the first to roll out 5G in Germany and Spain and one of the first, with Telecom Italia, to roll out 5G in Italy. The Company believes that the Group’s relationship with Vodafone, which is supported by secure, long-term, inflation-linked contracts and significant BTS commitments, will provide stable and growing cash flows over the medium and long-term due to the strength of Vodafone’s network quality and coverage. In addition to Vodafone, Vantage Towers has relationships with other leading MNOs for which the Group acts as an infrastructure enabler. Deutsche Telekom, Orange, Telefónica, Telecom Italia, Wind Hellas and NOS are highly rated anchor tenants of the Group and occupy prominent positions in one or more markets (Source: public filings, Fitch Solutions). The Group’s relationships with these customers are secured by either long-term service contracts between Vantage Towers and the MNO or Active Sharing Arrangements between Vodafone and the MNO in respect of Vantage Towers’, or its co-controlled joint ventures’, Sites, such as Vodafone’s arrangements with Orange in Spain, Telecom Italia in Italy, Telefónica in the United Kingdom and NOS and MEO in Portugal. MNOs share Passive Infrastructure (referred to as passive sharing) and Active Equipment (referred to as active sharing) for a number of reasons, including to reduce the time needed to establish coverage, to make efficient network investments with other MNOs and to avoid network duplication and rationalize and increase the efficiency of their networks. The Company believes that the Active Sharing Arrangements on its Sites are one of its key differentiators compared to its competitors.

159 Passive sharing increases the Group’s tenancies and generates colocation fees, resulting in an increase in its revenue and Adjusted EBITDA. Active Sharing Arrangements similarly increase tenancies, and, under the portfolio fee structure that has been agreed as part of the Vodafone MSA between Vantage Towers and Vodafone in connection with Vodafone’s new Active Sharing Arrangements in Spain and Portugal, such arrangements enhance the Vantage Towers Group’s revenues and protect it against the cost of decommissioning resulting from their implementation. By engaging in active sharing, MNOs have a mutual dependency on one another’s networks as they seek to address their densification needs and coverage obligations. The Active Sharing Arrangements in place between Vodafone and other leading MNOs in respect of Vantage Towers’, or its co-controlled joint ventures’, Sites mean that Vantage Towers provides critical infrastructure for two of the largest MNOs in each of the markets in which it or its co-controlled joint ventures operate. The Company believes that these arrangements provide significant protection against the risk of decommissioning as a result of future Site consolidation in these markets, both from the trend of increasing active sharing in Europe and the in-market consolidation of MNOs. Taken together, the revenue that Vantage Towers generates from Vodafone and its other leading MNO customers means that almost all of the Group's revenue is derived from MNOs that largely hold investment grade credit ratings, providing secure and resilient cash flows. A similar proportion of revenue is generated in countries with limited risk from further active sharing.

16.2.4 Growth Underpinned by Long-Term, Inflation-Linked Contracts with Tenants, New Build Macro Site Commitments and Increasing Demand for Tenancies Vantage Towers’ inflation-linked contracts with Vodafone and long-term contracts with other leading MNOs combined with its BTS commitments and right of first offer on Vodafone new BTS Sites over and above these commitments secure visible and resilient revenue and cash flows from its existing business with “built-in” growth. Approximately 84% of the Group’s revenue is secured by long-term contracts with members of the Vodafone Group in each of the markets in which Vantage Towers operates. The Company considers these agreements (i.e., the Vodafone MSAs) to be balanced agreements that make the Group an attractive partner for MNOs and support more sustainable long-term relationships with the Group’s anchor tenants. They are also fit for the future that the Company envisages for the mobile telecommunications industry. The Vodafone MSAs have been entered into for an initial term of eight years (until November 2028), and renew automatically following the expiration of the initial term for three additional eight-year terms, subject to the Vodafone Operator’s right, at the end of each term, not to extend the agreement. Under the terms of the agreements, Vantage Towers charges a tenant fee which includes a base service charge and additional service charges. The base service charges and the additional service charges vary annually by reference to an agreed consumer price index that typically has a floor of 0% (other than in Germany where the floor is negative 2% to comply with legal requirements) and a cap of 2% (other than Hungary where the cap is 3%), meaning that the Group’s revenues from these contracts provide strong protection from inflation within its markets up to the respective caps. As part of the Vodafone BTS Commitment, Vodafone has also committed to contract for the construction of approximately 6,850 new BTS Sites across the Group’s Consolidated Markets between April 1, 2021 and March 31, 2026, except for 250 new BTS Sites in Greece that Vodafone has committed to contract for between November 17, 2020 and November 16, 2025. Vodafone’s BTS commitment, as well as a separate commitment for 250 new BTS Sites from Wind Hellas in Greece over the same period, have protected economics over the five years and also afford the Group preferred supplier status for any BTS Sites required over and above the Vodafone BTS Commitment in the Group’s Consolidated Markets. Once the committed new BTS Sites are delivered, the Company expects to generate incremental additional run-rate Adjusted EBITDAaL of approximately EUR 130 million by March 31, 2027. The Company expects that these commitments will support growth in the medium term with further long-term growth coming from Vantage Towers’ preferred supplier status. The Company believes that the Group’s share of such future requirements beyond the Vodafone BTS Commitment period is likely to be between 500 and 700 Sites per year driven by new coverage obligations and ongoing 5G densification, without accounting for new coverage obligations or 6G roll out. The Group is also a preferred supplier of Wind Hellas in Greece. Furthermore, INWIT has commitments to build approximately 2,400 Macro Sites in Italy that it intends to deploy by the end of 2026, and Cornerstone has commitments to build approximately 1,200 Sites in the United Kingdom over the next four financial years. The Company believes that the recurring nature of the payments under the Vodafone MSAs, the Vodafone BTS Commitment and the Group’s other BTS commitments and preferred supplier statuses will support the stability and growth of the Group’s revenues and cash flows going forward.

160 The Group also has secure, long-term contracts with its other customers, including other MNOs and non- MNOs, that provide it with additional sources of reliable revenue and cash flows. The Group’s contracts with other MNOs have a typical duration of eight years and the majority include automatic rollover or extension clauses that are either long term or without limitations. In the near-term, Vantage Towers aims to generate the majority of its growth by addressing the coverage obligations and densification needs of existing and potential MNO customers. However, the Group also has a diversified base of approximately 400 non-MNO customers that includes public entities, utility providers, enterprise customers, and other operators holding licenses for fixed wireless access operating PPDR networks, FWA networks, IoT networks, utilities networks and private networks. While this segment of the market is currently small, the Company is developing relationships with non-MNO customers and believes the segment has significant growth potential. Vantage Towers continues to grow its business with a focus on delivering new colocations and BTS commitments. Prior to the Reorganization, the Towers Business was primarily used to support the expansion and competitiveness of Vodafone’s mobile networks as opposed to adding customers through colocation. Consequently, as of March 31, 2020, the average tenancy ratio across the Group’s Consolidated Markets was 1.37x, compared to aggregate tenancy ratios of approximately 1.5x and over 2.0x at certain other European and U.S. tower companies (Source: broker reports). The Group has a low tenancy ratio on its RTTs and spare physical capacity on its GBTs, which had a tenancy ratio excluding active sharing tenancies of 1.27x as of December 31, 2020. Following its establishment, Vantage Towers has set up the specialist commercial team mentioned above, which is dedicated to growing, developing and transforming the business to increase tenancies and deliver growth. The commercial team is responsible for leading business development, anticipating customer needs using market intelligence and geo-analysis, new product development and pre-sales support. The goal of the commercial team is to leverage the existing relationships between Vantage Towers and the key MNOs in its markets to maximize non-Vodafone tenancies from new tenancies, and to capitalize on Vantage Towers’ significant potential to increase tenancies to drive growth. See “16.3.3.2 Ambitious Organic Growth Strategy for Anchor and Other Tenancies.” During the three months ended December 31, 2020, the commercial team’s strategy resulted in the Group signing new framework agreements with eir and Three in Ireland, and a framework agreement with the National Association of Telecommunications Operators and Internet Services (AOTEC) in Spain to add tenancies and densify in rural areas. AOTEC represents 150 smaller mobile network operators. The framework agreements with eir and Three are expected to deliver more than 250 and more than 200 tenancies, respectively. The Group also signed a 10-year IoT framework contract with SigFox that is expected to generate at least 350 tenancies by March 31, 2022, and at least 500 tenancies by December 31, 2023. In the medium term, the Group is targeting a tenancy ratio in excess of 1.50x across its Consolidated Markets, compared to an average tenancy ratio across its Consolidated Markets of 1.37x as of March 31, 2020. Based on new Macro Sites expected to be commissioned during the twelve months ending March 31, 2021 (approximately 550 tenancies), the Vodafone and Wind Hellas BTS commitments (approximately 7,100 tenancies, including 2,000 Vodafone tenancies resulting from white spot obligations), white spot obligations in Germany (4,000 additional non-Vodafone tenancies) and committed tenancies net of decommissioning in Spain and Other European Markets (approximately 1,700 tenancies) in November 2020, the Group had over 13,400 new committed tenancies. In order to achieve its medium-term target tenancy ratio, the Group is aiming to add additional tenancies to its committed tenancies. During the nine months ended December 31, 2020, the Group added approximately 1,400 net tenancies, of which approximately 500 tenancies were not committed in November 2020. As a result, the Group secured approximately a quarter of the non-committed tenancies that it expects to require to achieve its medium-term tenancy ratio target of over 1.50x. The Group is either engaged in negotiations or has identified future opportunities to add tenancies in an amount multiple times greater than what it expects to require to meet its medium-term tenancy ratio target.

16.2.5 Highly Attractive Financial Profile with Margin Upside and Cash Flow Generation Supporting Shareholder Returns Vantage Towers has the capacity to build on its margins and Cash Conversion using its operating leverage and expected cost efficiencies. Vantage Towers also maintains low maintenance capital expenditure requirements which enable strong Cash Conversion. The Company believes that it has strong operating leverage due to its ability to increase its revenue and its Adjusted EBITDAaL margin by adding tenants to the Group’s Sites. Coupled with this, the Company also believes that the Group can enhance its margins by delivering operating cost reductions through its cost efficiency programs, including ground lease optimization, increasing automation across the portfolio, O&M

161 efficiencies and the deployment of energy efficient solutions, which are described in detail in “16.3.3.3 Best-in- Class Operational Efficiency.” The Company believes that the strong cash flow generation of its business model can support different combinations of leverage, dividends and growth, which it looks to balance in a way that is consistent with its long-term strategy. Over the medium term, the Company is targeting a mid-single digit revenue (excluding recharged capital expenditure revenue) compound annual growth rate, an Adjusted EBITDAaL margin in the high fifty percentages and a mid- to high- single digit compound annual growth rate of Recurring Free Cash Flow. As of March 31, 2021, Vantage Towers is targeting a leverage ratio, defined as Net Financial Debt to Adjusted EBITDAaL, of 4.0x by March 31, 2021.

16.2.6 Clear Focus on Strategic Growth through Investment Beyond the Core Business and M&A, Led by an Experienced, Independent and Commercially-Driven Management Team Vantage Towers has a clear strategy with multiple levers for growth. This strategy prioritizes expanding and evolving the Group’s product portfolio and relationships with existing and new customers to maximize the utilization of its assets. Vantage Towers believes there is additional value creation potential from investment beyond the core business and diversifying into areas such as fiber backhaul, IoT and edge computing. The Group is also exploring growth through incremental organic investments beyond the business plan (i.e., its stated guidance around BTS and ground lease optimization programs) and/or strategic M&A. Any strategic M&A would be focused on opportunities to expand the Group’s Site portfolio as it pursues its goal of becoming a 5G “superhost” and a key enabler of Europe’s digital future. The Group’s strategic roadmap for growth is described below in “16.3 Strategy.” With an expected Net Financial Debt to Adjusted EBITDAaL ratio of 4.0x as of March 31, 2021, the Group will have EUR 1 billion of leverage capacity that can be complemented by the issuance of equity to fund larger opportunities, preserving the strategic flexibility to pursue organic growth beyond the business plan and/or strategic M&A. The Vantage Towers management team has significant technology and mobile network infrastructure experience and extensive relationships with the mobile industry. Vivek Badrinath, Vantage Towers’ chief executive officer, Thomas Reisten, Vantage Towers’ chief financial officer and the chair of Cornerstone’s board of directors, and Sonia Hernandez, Vantage Towers’ chief commercial officer and a non-executive director of INWIT, have over 70 years of industry experience between them. Prior to joining Vantage Towers, Vivek and Thomas worked together as chief executive officer and chief financial officer, respectively, of Vodafone’s Rest of the World segment and Vodafone Business. Sonia has been the chief executive officer of Vodafone Malta and a member of the boards of directors of Vodafone Germany and Kabel Deutschland and she currently sits on the board of directors of INWIT. As a whole, the management team has strong expertise that is well-suited to driving growth in the business and delivering on the Group’s strategy. Regional country heads reinforce the management team and lead on the implementation of Vantage Towers’ strategy. The management team is supported by a robust corporate governance framework that affords it significant independence. The Supervisory Board is comprised of an independent chair, three independent non-executive members and five members nominated by Vodafone. However, there are no majority shareholder instruction rights, meaning that the Vantage Towers management team is empowered to drive the Group’s strategy forward. Vantage Towers has a clearly defined relationship with Vodafone under the terms of the Relationship Agreement and the various commercial agreements into which the businesses have entered, including the Vodafone MSAs, which include arms-length governance of related party arrangements. These governance arrangements allow Vantage Towers to enjoy the benefits of its partnership with Europe’s leading MNO by number of mobile subscribers (Source: Fitch Solutions) while guaranteeing it the independence to run the day- to-day operations of the business as well as the flexibility to pursue its growth strategy and leverage market opportunities in order to grow its business and maximize shareholder value. The management team also has a management incentive structure in place that targets growth in non-Vodafone revenues (see “16.3.3.1 Incentivized to Drive Long-term Shareholder Value” below).

16.3 Strategy The Group’s strategy is focused on three key pillars: People, Planet and Performance. The Group’s mission is to power Europe’s digital transformation and the Company believes its Site portfolio is a key enabler for a sustainable, digital society. People and Planet form two dimensions of the Group’s environmental, social and governance (“ESG”) strategy, which is underpinned by its Performance and robust corporate governance.

162 16.3.1 People Vantage Towers is focused on developing a workforce with the skills necessary to drive the business forward that is supported by rigorous health and safety practices and best-in-class systems and tools.

16.3.1.1 Multi-Skilled and Diverse Team Vantage Towers is focused on maintaining a distinctive culture, which is fostered by building a diverse workforce, maintaining a lean and flat organization and being inclusive, transparent and collaborative. Vantage Towers will continue to build a diverse team of individuals, managers and engineers to create the optimal talent mix to drive the business forward. The Group’s goal is to have a broad talent base with employees from multiple backgrounds, and to maintain a ratio of at least 30% female employees. As of the date of this Prospectus, the Group had over 30% female employees. Amongst its people, the Group seeks to foster an entrepreneurial spirit and collaborative culture that combines the scale of a multi-national corporation operating across eight countries with a start-up mentality, and promotes a borderless mindset while empowering its employees. Management is focused on supporting the Vantage Towers team across all markets by creating growth and development opportunities using targeted development plans, with a particular focus on developing its infrastructure team. At the managerial level, leaders are empowered to operate with speed and accountability to deliver on the Group’s growth initiatives.

16.3.1.2 Unflinching Focus on Health and Safety Vantage Towers rigorously focuses on health and safety across the entire business. The Group’s commitment to health and safety does not differentiate between its own employees and its contractors, with all personnel expected to comply with the Group’s “Absolute Rules” on health and safety, which are focused on risks that present the greatest potential for harm. Employees or contractors who repeatedly fail to observe the “Absolute Rules” are excluded from involvement in the Group’s business. Whenever accidents occur, it is the Group’s policy to perform a full investigation of the cause with suggestions as to appropriate remedial measures. In the event of a fatality, all related work must cease and only recommence with appropriate authorization. The Group aims to continue to operate a business with no fatal workplace accidents. In addition, the Group is committed to the health and wellbeing of its employees and their families, to whom it offers a variety of programs, including a wellbeing platform that enables its users to access health and wellness tools from their electronic devices.

16.3.1.3 Best-in-Class Tools Vantage Towers’ strategy is to continue to provide best-in-class tools to support its workforce and further its productivity. The Group’s newly established commercial team is focused on increasing its tenancy ratio by capitalizing on coverage obligations and densification needs. To support this focus, in October 2020 Vantage Towers rolled out an initial version of a customer relationship management (“CRM”) solution to actively manage its leads, opportunities and customers. The aim is for a subsequent version of this system to include sales forecasting and analytics. The Group is also expanding the capabilities of its commercial team through the introduction of tailored software solutions that perform geo-based analytics in order to anticipate future customer demand to enable a more proactive sales approach, minimize the time-to-market and reduce deployment costs of new products. In addition, Vantage Towers is at the forefront of using digital assets to promote automation across its business as a means to reduce costs and improve margins. The Group currently uses Vodafone’s IT systems for operational, business and technology support. Within this established IT infrastructure, the Group is rolling out a number of programs aimed at improving its service offering and streamlining its operations. The most significant of these include TIMS (i.e. Tower Information Management System) and Digital Twin. TIMS serves as the Group’s inventory management system in which Vantage Towers’ standardized processes are mapped. It is a fully integrated software suite that the Group uses to manage end-to-end Group operational processes and workflow on a day-to-day basis, including updates provided remotely by the Group’s employees and contractors when they are working on a particular Site. TIMS includes a customer portal that facilitates customer interaction by enabling customers to access the Group’s Site portfolio and to initiate service requests and exchange information and documents directly in the portal. It also includes a separate landlord portal that provides landlords with an equivalent, tailored interface. An initial version of TIMS was rolled out in the Group’s markets in July 2020, with full operational capabilities, including mobile workforce enablement, expected to be implemented by August 2021.

163 Digital Twin is a software solution that will provide a 3D digital representation of physical Sites to enable the Group and its customers to perform Site activities remotely, thereby reducing the need for, and costs related to, Site visits. In addition, Digital Twin will enable the Group to digitize its Site offering, Site design and construction, and Site infrastructure operations to further increase operational efficiency and reduce the time-to- market of service delivery. Digital Twin is still in the development stage, with initial roll out expected in the second half of 2021.

16.3.2 Planet As Vantage Towers expands connectivity and builds a better digital future for Europe, it will seek to do so with minimal impact on the planet. Better connectivity brings with it the opportunity to advance new, greener ways of working and living. Sustainability is a core focus for Vantage Towers, including the use of renewable energy sources, maximizing the reuse and recycling of redundant network equipment, ensuring energy metering on Sites for energy efficiency and maintaining a sustainable supply chain.

16.3.2.1 Building EU Resilience through Coverage The resilience of Europe’s economy and society is central to Vantage Towers’ ability to power Europe’s digital transformation. The Group seeks to enhance Europe’s resilience by enabling mobile coverage and connectivity. During the national lockdowns that have resulted from the COVID-19 pandemic, mobile networks have been fundamental to the ability of people to work from home, with voice and data traffic spiking 50% in the first half of 2020 (Source: GSMA 2020). As a result of the higher use of data during the COVID-19 pandemic, governments have proposed new funding to meet customer demand. In Europe, the European Commission has proposed the creation of a EUR 750 billion NextGenerationEU recovery instrument to invest in the EU’s digital transition. The principal component of NextGenerationEU is the EUR 672.5 billion Recovery and Resilience Facility, the purpose of which is to mitigate the economic and social impact of the COVID-19 pandemic and make European economies and societies more sustainable, resilient and better prepared for the challenges and opportunities of the green and digital transitions. Furthermore, as part of the European budget for 2021-2027, the EU budgeted 20% of EU funds for digital expenditures. Meanwhile, national governments in Europe are providing funding to accelerate 5G network roll out. This includes in Germany, where the federal government has announced funds to support 5G network roll out as part of its EUR 130 billion stimulus package. Rural coverage obligations and the roll out of 5G are expected to increase mobile connectivity going forward, resulting in 5G subscriptions comprising 55% of total mobile subscriptions by 2025. Vantage Towers believes that its high-quality Site footprint enables digitization, supports the deployment of 5G across the portfolio, and facilitates comprehensive rural coverage through Sites which are located in rural areas. In addition, rural coverage obligations also create opportunities for new Site deployments. Active and passive sharing on the Group’s Sites reduces MNOs’ environmental footprints by consolidating the placement of Active Equipment. By supporting mobile technology across Europe, which helped to avoid 324 million tons of CO2 in 2018 (Source: GSMA 2019), Vantage Towers’ Site footprint also contributes to decarbonization, contributing to the European Union’s goal of achieving climate neutrality in 2050. The EU’s 2021-2027 budget set aside 30% of EU funds to fight climate change. Against this background, the Group expects that its ESG projects, described below in “16.3.2.2 Energy Conscious Delivery” can, where needed, benefit from public funding.

16.3.2.2 Energy Conscious Delivery Vantage Towers is focused on increasing its energy efficiency and reducing its carbon footprint. As of December 31, 2020, the Group procured over 90% of its electricity from renewable sources in its Consolidated Markets, including 100% from renewable sources in five countries where the Company operates. The Group has established initiatives to move to procuring 100% of its electricity from renewable sources by the second half of 2021. The Group sources renewable energy via power purchasing agreements, renewable energy certificates and renewable electricity tariffs through the VPC, which is Vodafone’s principal procurement company. It has also committed to implementing ISO 50001 in all of its Consolidated Markets by 2023 as a means to further the ongoing improvement of its energy performance. Currently, three of its eight Consolidated Markets are ISO 50001 compliant. To complement these initiatives, Vantage Towers is targeting a 15% improvement in its power usage effectiveness by 2023 (compared to 2020) by improving power supply and cooling system efficiency. The Group is piloting the use of micro wind turbines on masts at six Sites in Germany and Portugal, and is planning to roll them out to 300 Sites in Germany. In Spain, the Group is piloting the use of solar panels to power on-site cooling systems at two Sites, and to provide power in

164 conjunction with hybrid generators and accumulators at approximately 50 rural Sites with no commercial power supply. The Group also sees a significant opportunity for the use of solar power in Greece, Portugal and Germany, where solar panels are currently deployed on approximately 100 Sites. The Group is also targeting the implementation of energy meters on at least 80% of its Sites by 2023, which the Company believes will incentivize energy efficiency. The Group has deployed smart meters at approximately 1,000 Sites in Romania to measure tenants’ power consumption and has also developed capabilities to measure power consumption for approximately 1,500 Sites in Portugal and Ireland. The Group will continue to assess new opportunities for improving energy efficiency and the use of renewable energy sources on an on-going basis across its Site portfolio.

16.3.2.3 Sustainable Infrastructure Supported by Superior Supply Chain Vantage Towers seeks to employ sustainable infrastructure solutions across its network. In addition to its focus on renewable energy described above, the Group employs a leading network equipment re-use program that allows it to reduce costs through the recycling and re-use of network equipment, saving an average cost of 63% as compared to new equipment. By 2025, the Group is aiming to re-use, resell or recycle all of its redundant network equipment. Under the terms of its contractual arrangements with Vodafone, the Group is able to leverage Vodafone’s supply chain in order to support the ESG elements of its strategy. The VPC provides expertise, economies of scale and a focus on sustainability that enable Vantage Towers to secure advantageous pricing terms for many of the materials, products and contractors that it requires, while ensuring its core values around sustainability are continually upheld. The Vodafone supply chain has long-standing ethical procurement policies and monitoring practices that require suppliers to meet mandatory ethical, labor and environmental standards and are monitored and verified by independent third parties. Suppliers are subject to comprehensive qualification and due diligence checks, including for human rights, health and safety, anti-bribery and watch list screening.

16.3.3 Performance The Group has a performance culture that is reflected in the remuneration of its senior management and is focused on organic revenue growth and operational efficiencies across ground lease costs and other operating expenses as well as strategic M&A.

16.3.3.1 Incentivized to Drive Long-term Shareholder Value The Group’s senior management is incentivized to drive long-term shareholder value through a remuneration structure that is based on Vantage Towers’ performance as measured by certain financial and non- financial key performance indicators (“KPIs”). Remuneration is linked to the delivery and outperformance of the Group’s medium-term guidance, as set out below under “27.2 Outlook.” Short-term incentives are measured against financial KPIs, including Adjusted EBITDAaL, Recurring Free Cash Flow and increase in non- Vodafone revenue, and certain non-financial KPIs. Long-term incentives are measured against Recurring Free Cash Flow, total shareholder returns and ESG benchmarks. Approximately half of the Management Board’s maximum potential short-term and long-term incentive remuneration, where linked to financial KPIs, is subject to meeting guidance targets. A meaningful portion of the variable incentives is dependent on outperforming guidance targets. Members of senior management have share ownership targets, which serve to further invest them in the Company and align their interests with those of other shareholders. For additional detail regarding management’s remuneration structure, see “22.2.3 Remuneration and Other Benefits of the Members of the Management Board.”

16.3.3.2 Ambitious Organic Growth Strategy for Anchor and Other Tenancies At the heart of Vantage Towers’ strategy lies an intention to expand and develop its service portfolio to become one of Europe’s 5G “superhosts,” helping its customers deploy their 5G networks in a sustainable way. The Group’s vision is to power Europe’s digital future, enabling smart cities across Europe through a range of enablers and services, such as fiber-to-the-Site, indoor and outdoor coverage solutions, mobile private networks and sensor networks that will help with running city transports, traffic management, smart parking, smart waste management, and environmental monitoring grids, amongst other things. To deliver this, the Group has developed a phased approach to growth with multiple levers to expand the business. The figure below provides an illustration of the Group’s growth strategy.

165 First, “Realize,” the Group intends to realize the potential of its business by capturing the demand being driven by coverage requirements and densification needs and delivering cost efficiencies. It aims to do this by expanding its presence with existing customers, utilizing its focused commercial team to develop new business, partnering with trusted parties to increase its services and delivering cost synergies as detailed further below. Vantage Towers is focused on growing its business organically. The Group aims to generate the majority of its near-term growth by addressing the coverage obligations and densification needs of existing and potential MNO customers. The demand for tenancies is expected to come both from existing MNOs with which the Group has established relationships and from new market entrants. For example, in Germany, 1&1 Drillisch is expected to require approximately 15,000 PoPs (which Vantage Towers refers to as tenancies) by 2035 (Source: Analysys Mason), a large majority of which the Company expects to be driven through colocations with further potential for BTS roll outs. Vantage Towers seeks to leverage its existing MNO relationships to capitalize on the demand for tenancies using the Group’s high-quality portfolio and substantial colocation potential. During the nine months ended December 31, 2020, the Company believes that the quality of its assets contributed to the Group adding approximately 1,100 new tenancies from customers other than Vodafone. The Group will also look to expand its Site footprint as it addresses Vodafone’s and Wind Hellas’ current BTS commitments. The Group expects further growth to come from its preferred supplier status on Sites beyond the Vodafone BTS Commitment as Vodafone rolls out its 5G network across Vantage Towers’ Consolidated Markets. Vantage Towers’ commercial team will also build and use tailored software solutions that perform geo-based analytics to proactively identify the Site needs of Vodafone and other customers, minimizing the time and cost of meeting demand and expanding its product offering to other MNOs. This element of the Group’s strategy will include upgrading Sites for existing customers and strengthening installations on Sites to increase tenancies. In parallel, the Group is also executing on the next phases of its strategy, “Expanding” and “Evolving” Vantage Towers to become a 5G “superhost” and a leading digital enabler. To achieve this, the Group will expand its business across two dimensions, customers and products. On the customer side, the Group will expand into non-MNO customers from the public and private sector. On the product side, the Group will focus on: (i) in-building coverage solutions, particularly DAS, indoor Small Cells and repeater Sites, using a neutral host model, and later adding outdoor Small Cells to serve high traffic areas; (ii) fiber-to-the-Site connectivity; (iii) IoT and edge computing; (iv) smart rural network solutions as a neutral host; and (v) smart cities.

166 The Group is also targeting growth in its non-MNO business by bringing new focus and managerial intensity to a group of customers that previously received less attention. The majority of the Group’s tenants are currently MNOs, but there is a broader range of opportunities with non-MNOs that Vantage Towers is targeting to expand its non-MNO customer base, thereby increasing tenancies on the Group’s Sites and driving demand for new Sites. The non-MNO customer growth opportunities in the Group’s markets include different segments of the market, such as public protection disaster and recovery (i.e. PPDR) networks, utility and other private customers or enterprises with a need for a mobile private network, LPWA-IoT networks, and FWA operators. The main focus of the Group will be PPDR networks and utility and enterprise customers. The Company believes that providers of PPDR and utilities networks present a significant opportunity for growth within the non-MNO customer base, particularly in Germany where the government recently allocated (and which has now been deployed) 700MHz band spectrum to the Federal Agency for Public Safety Digital Radio, which is responsible for the construction, operation and development of Germany’s terrestrial trunked radio (“TETRA”) network, the largest TETRA network in the world (Source: Federal Agency for Public Safety and Radio Report). 450MHz band spectrum was awarded to the utilities sector in Germany in 2020, requiring up to 5,000 new Sites by 2030. Similar non-MNO-focused network development initiatives are being implemented across the Group’s markets, as described in “15.3.4 Demand from Non-MNO Customers.” Vantage Towers will also look to generate organic growth by developing new and enhanced service offerings to meet the wide-ranging needs of its existing and prospective customers. The Company believes there is a significant opportunity for growth through fiber, as MNOs look to fiber to provide future-proof backhaul solutions to support the deployment of their 5G networks while avoiding the time and cost of installing their own fiber backhaul. See “15.3.5 Growth Beyond the Core.” The Company will approach fiber in two ways depending on whether or not fiber has already been deployed on its Sites. Where fiber has already been deployed on the Group’s Sites, the Group plans to resell fiber services and lease dark fiber capacity to existing and new tenants under wholesale agreements with Vodafone based on a model that has already been established in Portugal and is ready to be replicated across the portfolio. Under this model, MNO and non- MNO tenants would pay a recurring yearly fee with contribution margins based on commercial discussions. Where fiber is not currently deployed on the Group’s Sites, it will consider investing in deploying fiber to provide fiber services to its customers. The Group currently has a number of Sites that do not have fiber deployed on them which are within one kilometer of fiberized Sites, representing a relatively affordable opportunity to deploy new fiber. By investing in fiber, the Company believes that it can reinforce the commercial attractiveness of Sites and generate an additional revenue stream from fiber usage fees. The Group’s approach to fiberization will be determined by the cost of fiber roll out in each market and projected returns. The cost of connecting a Site to fiber depends on the Site’s distance from the fiber backbone. The Company expects pricing to be determined by a return criteria, which will include internal rate of return and return on capital employed alongside other factors such as the strategic nature of the Sites and the ability to generate revenues from customers other than Vodafone. Vantage Towers is also considering opportunities for growth in DAS, indoor Small Cells and repeater Sites. The Company believes that it is well positioned to unlock new opportunities in DAS and the rapidly evolving indoor Small Cell market through a bespoke “neutral host” business model. As a neutral host, the Group will incur the cost of providing both Passive Infrastructure and Active Equipment, including multi- operator equipment, as well as operating and maintaining the Small Cells. The Company believes that by acquiring management of dedicated sales channels, indoor radio planning capabilities and maintenance and upgrade of Active Equipment it will be positioned to capture a portion of future demand for DAS and indoor Small Cells. It expects demand for indoor Small Cells to increase as 5G and high frequency spectrum are rolled out across Europe requiring upgrades to existing infrastructure, the reinforcement of indoor coverage as the market moves to higher band spectrum with lower in-building penetration, and outdoor Small Cells when Macro Sites cannot be further densified. The Company will follow a phased approach to pursuing the DAS/ indoor Small Cell opportunity that initially focuses on upgrading existing DAS and indoor Small Cell infrastructure to 5G before defining products for large scale deployment and then building a pipeline of small and mid-size venues that are currently underserved. During the three months ended December 31, 2020, the Group moved forward with this strategy by commencing the deployment of the first 5G neutral host DAS solution for a building complex in Prague. At a later stage, the Group also expects to benefit from outdoor Small Cells by leveraging multi-MNO cloud RAN-based radio equipment technologies. See “15.3.5 Growth Beyond the Core.” Furthermore, as IoT increases in prevalence, the Group believes there will be opportunities to invest in network-as-a-service, which amounts to rolling out IoT networks for non-MNOs, and to provide planning, installation and O&M services for IoT network equipment (e.g., IoT base stations or nodes) for a recurring fee and/or connectivity revenue share. The markets in which the Group currently operates have IoT penetration in

167 the middle tier of countries in Western Europe, providing significant room for potential future growth. As digital services evolve, IoT offerings are expected to rely on higher connectivity and faster speeds generating a further increase in data traffic, resulting in a rise in the demand for Sites. Sensing-as-a-service (also known as SaaS) networks where Sites host sensors for third parties are another opportunity in IoT. The Group’s has a significant number of Sites across its markets that are located in high density urban areas. The locations of these Sites make them well suited to hosting a wide range of sensors (e.g., weather, air quality, radiation, fire, gases, cameras, etc.) to generate real-time and high resolution data that is needed to run many artificial intelligence algorithms that power a wide range of applications across many sectors, including, amongst others, transport, insurance, manufacturing and farming. The Group expects that sensing-as-a-service (also known as SaaS) networks could also create other opportunities in data. During the nine months ended December 31, 2020, the Group entered into a 10-year IoT framework contract with SigFox. The Company expects to generate at least 350 tenancies by March 31, 2022 and at least 500 tenancies by December 31, 2023. The Group also positioned itself as an enabler of 5G technologies across multiple industries, including healthcare, manufacturing, e-gaming and agriculture. In the longer term, Vantage Towers sees a growing demand for distributed computing that will give it the opportunity to host edge data centers for MNO and non-MNO customers. Edge data centers would prepare the Group to enable cloud RAN-based architectures for MNOs and the distributed computational power of such centers would secure the ultra-low latency required for the Group to enable digital cities in the future.

16.3.3.3 Best-in-Class Operational Efficiency Vantage Towers will aim to enhance its margins by implementing cost efficiencies in areas such as lease costs, maintenance costs and energy costs. The Group is targeting Adjusted EBITDAaL margin in the high fifty percentages over the medium term, reflecting assumptions that certain of its costs, such as new Site operating costs, incremental support costs for current BTS commitments and the renegotiation of certain maintenance contracts, are expected to increase at rates above those in the past and/or above the rate of inflation. See “27.2 Outlook” for more information. In order to achieve this target, the Company will focus on optimizing and improving its cost management. Through the ground lease optimization program, the Group is seeking to reduce its ground lease costs by selectively acquiring land on which certain of its Sites are located or the long-term RoU assets (typically between 10 and 30 years) on margin accretive terms. The Group identifies Site candidates for the program based on lease expiry date and prioritizes Sites owned by individual landlords. Sites are then proofed by external experts using standards set by the Group before being assessed based on the landlord’s willingness to sell or enter into long-term RoU agreements. The initial focus of the program is GBTs; however, the Company believes that the program will also allow it to increase tenancies on a number of its RTTs in Germany by removing restrictions under certain of its leases. The Company also believes that the program will protect the Group from competitors and land aggregators seeking to consolidate land ownership in order to increase lease costs. The ground lease optimization program is expected to increase the attractiveness of the Group’s Sites by reducing long-term costs and securing long-term RoUs or land ownership. The Group has budgeted approximately EUR 200 million for ground lease capital expenditure, subject to achieving appropriate returns. The first phase of the program is being rolled out over the next five financial years and targets approximately 10% of the Group’s Sites. The Group launched pilots of the ground lease optimization program in Spain and Germany in July and September 2020, respectively. The pilots targeted approximately 1,900 Macro Sites (an initial 400 was increased by 1,500) in Spain and 850 Macro Sites (600 GBTs and 250 RTTs) in Germany, resulting in engagement from approximately 60% of the landlords contacted in each market. Of the Macro Sites in Germany, the Company is exploring the ability to acquire the long-term RoU of one-third of the Sites and the land for the remaining two thirds. The pilot programs in Spain and Germany have performed in line with the Group’s expectations and the Company expects to enter into a total of approximately 100 agreements for the acquisition of land or long-term RoUs in Spain and Germany by March 31, 2021. During the three months ended December 31, 2020, the Group further expanded its ground lease optimization program by launching pilots in Portugal, the Czech Republic, Hungary and Ireland. The Company believes there is significant potential to acquire land or long-term RoUs across its Site portfolio and expects to gradually ramp up the ground lease optimization program over the coming years. In addition, the Group has begun to optimize its lease portfolio through the active renegotiation of leases where possible and advantageous to do so. Using a team of dedicated agents, the Group re-negotiates lease terms with landlords, in some cases offering longer lease terms in exchange for reduced rental costs. In addition, the Group is targeting reductions in its maintenance costs through the introduction of remote management and predictive maintenance solutions. Following the launch of digital assets like TIMS and Digital

168 Twin, the Group’s customers will be able to remotely access Sites, while the Group will be able to respond to customer requests and monitor and inspect its Site portfolio remotely. The Group is also in the process of improving the energy efficiency of its Passive Infrastructure, including by installing energy-efficient rectifiers free cooling systems and lithium ion batteries, to lower energy consumption and costs. Furthermore, the Group is aiming to migrate its energy model onto a fully remote monitoring and metering system that will use operational insights to provide actual energy demand data for its customers across the Group’s markets. By 2023, the Group is aiming to increase this to 80% of Sites to enable better monitoring and target efficiency measures.

16.3.3.4 Potential Upside from Strategic M&A The management team continually considers strategic M&A opportunities if they enhance shareholder value and meet the Group’s investment criteria. In evaluating any M&A opportunities, management’s first priority is to strengthen the Group’s core asset base, being its tower network, and enhance its leadership positions. To the extent that it considers M&A opportunities, the Group’s short-term focus will be on the acquisition of tower portfolios from MNOs or other tower companies in its existing markets where there is clear synergy potential and existing capabilities. This strategy is geared towards acquisitions that create national leaders with high quality, de-risked growth, balanced MSA arrangements and strong anchor tenants active sharing on the Group’s Sites to underpin attractive returns. The Group also looks at additional criteria such as the potential to build new Sites and add new colocations, and it has a hurdle internal rate of return that it considers when evaluating M&A opportunities. An example of this strategy having been successfully deployed was the combination of the Greek tower infrastructure assets of Vodafone Greece and Wind Hellas in order to create Vantage Towers Greece, Greece’s leading tower infrastructure operator based on number of Macro Sites with a market share of 52% (Source: Company Market Position Assessment). The Wind Hellas assets were acquired at an attractive relative valuation and the historical alignment between Vodafone and Wind Hellas in Greece has resulted in operational efficiencies. The new anchor tenant relationships between Vantage Towers on the one hand and each of Vodafone Greece and Wind Hellas on the other, are underpinned by two MSAs with four, eight-year automatically renewing terms and five-year BTS commitments by both Vodafone Greece and Wind Hellas for a total of 500 BTS Sites. Both MNOs are also active sharing on Vantage Towers Greece’s Sites. The Company believes the establishment of Vantage Towers Greece demonstrates the ability of the management team to integrate new tower assets into its portfolio, and to negotiate attractive terms for the provision of its services for both Vodafone and its competitors alike. In Italy, the merger of Vodafone Italy’s towers with INWIT contributed to a leading tower operator in which Vantage Towers has co-control. INWIT has a market share of 52% based on number of Macro Sites (Source: Company Market Position Assessment). INWIT maintained Vodafone and Telecom Italia as anchor tenants, both of which engage in active sharing on its Sites and have made new BTS Site commitments totaling 2,400 Macro Sites. Similarly, the commercialization of Cornerstone and the contribution of Vodafone’s 50% co-controlling shareholding in the company into Vantage Towers gives the Group co-control over the United Kingdom’s largest tower company by number of Macro Sites (Source: Company Market Position Assessment). Vodafone UK and Telefónica UK have each entered into long-term MSAs with Cornerstone. They have also jointly agreed to commit as anchor tenants on approximately 1,200 new Macro Sites to be constructed by Cornerstone and approximately 1,950 new passive tenancies on existing Macro Sites operated by Cornerstone. Cornerstone is also a preferred supplier of new Sites to each MNO. In addition, Vodafone UK and Telefónica UK have Active Sharing Arrangements, meaning that Cornerstone is a critical infrastructure provider to two of the top three MNOs in the United Kingdom. The Group may also consider M&A opportunities that enable it to improve and expand its technological capabilities and/or expand into non-core segments with high growth potential. Examples of this type of M&A could include the acquisition of one or more businesses whose technology is complementary to that of Vantage Towers such as in fiber, Small Cells, or private network deployments. Over the longer-term, the Group may consider acquiring Site portfolios in new markets with attractive economic and regulatory dynamics, including in relation to upcoming 5G roll out plans and expanding coverage obligations. In these markets, the Group will focus on market leaders with strong anchor tenants to enable the Group to develop leadership positions ideally underpinned by Network Sharing Arrangements.

169 16.4 Overview of the Group’s Segments Vantage Towers operates its business across four segments: Germany, Spain, Greece and Other European Markets. In addition to these four segments, the Group accounts for the results of its equity investments in INWIT and Cornerstone under “Share of results of equity accounted joint ventures” in its income statement.

16.4.1 Germany Vantage Towers is the second largest telecommunications tower company in Germany by number of Sites (Source: Company Market Position Assessment). Germany is the Group’s largest market, comprising 42% of the Group’s Macro Sites and 37% of the Group’s tenancies in its Consolidated Markets as of December 31, 2020. The Group’s Site portfolio in Germany is well-balanced. The Sites have capacity to colocate additional tenants and a significant proportion do not have competitors’ Sites located nearby. The Group’s portfolio comprised approximately 19,400 Macro Sites, consisting of approximately 4,400 GBTs, 14,700 RTTs and 300 Long-Term Mobile Sites as of December 31, 2020. The majority of the Group’s GBTs in Germany are located in rural and suburban areas while its RTTs are primarily situated in urban areas. As of December 31, 2020, the Group had a tenancy ratio of 1.21x on its Macro Sites, driven by its GBTs, which had a tenancy ratio of 1.82x. The Group’s RTT tenancy ratio in Germany as of the same date was lower (1.03x as of December 31, 2020) due to limited commercial focus and historical contractual barriers to sharing RTTs in the German market related to limits on sub-leasing rights as a result of landlords’ preference to contract directly with MNOs. The high tenancy ratios on the Group’s GBTs as well as co-location demand from Deutsche Telekom and Telefónica Deutschland have helped to drive the Group’s overall tenancy ratio in Germany. The Group’s Sites in Germany have attractive locations based on the Group’s co-tenancy analysis. As of December 31, 2020, approximately 55% of the Group’s Macro Sites in urban areas did not have a competing Site within 150 meters and approximately 36% of its Macro Sites in rural areas did not have a competing Site with one kilometer. See “16.5.2 Site Portfolio” below. Germany is at the center of the growth in demand for the Group’s Sites. The Group expects that coverage obligations and densification requirements in the German MNO market, coupled with a new entrant, will result in demand for approximately 57,000 new tenancies between the twelve months ended March 31, 2020 and the twelve months ending March 31, 2030, representing 63% of incremental tenancy growth in the Group’s Consolidated Markets. The Group has a strong pipeline of new Sites and tenancies in Germany. During the nine months ended December 31, 2020, the Group added approximately 350 new BTS Sites in Germany. As part of the Vodafone BTS Commitment, Vodafone has agreed to contract for approximately 5,500 new BTS Sites from Vantage Towers by March 31, 2026, of which approximately 2,000 are expected to provide coverage for “white spot” areas. Each Macro Site constructed in a “white spot” area is expected to support three colocating MNO tenants, with a single fee representative of one anchor fee and one third party fee. With Vodafone as an anchor tenant on the remaining 3,500 new BTS Sites, the Group has a total of 9,500 contracted and “white spot” tenancies, comprising 3,500 contracted tenancies and 6,000 “white spot” tenancies. The Group is also Vodafone’s preferred supplier for additional BTS Sites over and above those required pursuant to the Vodafone BTS Commitment. In addition, the Group believes that its high quality portfolio, attractive Site locations, and 26% market share positions it strongly to compete for a significant portion of the approximately 31,000 uncontracted PoPs (which Vantage Towers refers to as tenancies) in the market, which include approximately 19,000 additional PoPs from coverage obligations and densification needs and approximately 12,000 additional PoPs over the next 10 years from 1&1 Drillisch (Source: Analysys Mason) driven by coverage requirements. See “15.4.1 Germany” for more information on the drivers of demand within the German telecommunications market. The Company believes that the low average tenancy ratio on its Macro Sites in Germany provides strong colocation potential to secure additional tenancies. Vantage Towers is also focused on improving the tenancy ratio on its RTTs in Germany to capture the sharing potential of these Sites. Historically, there were strategic, contractual and technical barriers to doing this. However, the Company believes that this is changing, and MNOs in Germany are prepared to share RTTs. In order to improve its RTT tenancy ratio the Group intends to renegotiate the contractual terms of its RTT leases, where necessary, with its landlords with the goal of removing the contractual barriers to colocation. Vantage Towers also expects to achieve this strategy through land purchases and RoU arrangements as part of its ground lease optimization program. As of September 30, 2020, the Group had the potential to add tenants to approximately 80% of its German RTTs under the terms of the applicable leases. Additional tenancies on approximately 67% of the Group’s German RTTs were conditional on landlord approval that the Group can secure through lease renegotiation or land acquisition. On the technical side, the Group has demonstrated its ability to add tenancies to RTTs in other markets such as

170 Spain and Romania and it is confident that it can do so in Germany while complying with applicable EMF regulations. In addition, as discussed under “16.3.3.2 Ambitious Organic Growth Strategy for Anchor and Other Tenancies,” the Company believes there are significant growth opportunities in Germany by expanding its non- MNO customer base and providing fiber backhaul solutions.

16.4.2 Spain Vantage Towers is the second largest telecommunications tower company in Spain by number of Sites (Source: Company Market Position Assessment). Spain is the Group’s second largest market, comprising 19% of the Group’s Macro Sites and 23% of the Group’s tenancies in its Consolidated Markets as of December 31, 2020. The Group’s Site portfolio in Spain is well-balanced, has capacity for colocation and has moderate overlap with the Site portfolios of its competitors. The Group’s portfolio of Spanish Sites comprised approximately 8,800 Macro Sites, consisting of approximately 4,100 GBTs and 4,700 RTTs as of December 31, 2020. As of December 31, 2020, the Sites were located in both rural and urban areas and had similar tenancy ratios (1.75x for GBTs and 1.62x for RTTs) due to a well-established Site sharing model in Spain compared to other markets. The Group’s overall tenancy ratio in Spain was 1.68x as of December 31, 2020. The tenancy ratio was 1.41x excluding active sharing tenancies, demonstrating substantial colocation and upgrade potential. Vantage Towers Spain’s DAS Sites include Sites located in high-footfall venues that may be attractive to MNOs other than Vodafone. Vantage Towers has a large share of Sites in Spain’s major cities, positioning it to capture additional tenancies from MNOs that need to densify their networks to increase the amount of available capacity in these areas. As of December 31, 2020, approximately 32% of the Group’s Macro Sites in urban areas did not have a competing Site within 150 meters and approximately 20% of its Macro Sites in rural areas did not have a competing Site within one kilometer. Spain provides the Group with the opportunity for de-risked growth from new network sharing tenancies with margin upside from Site decommissioning and ground lease optimization. The Company believes that it is well-positioned to secure a portion of the approximately 12,000 additional tenancies expected to be required in Spain between the twelve months ended March 31, 2020 and the twelve months ending March 31, 2030. Of the approximately 3,400 tenancies which are currently contracted, the Active Sharing Arrangements on the Group’s Sites and the Vodafone BTS Commitment mean that the Group has secured approximately 1,100 tenancies. With a 24% market share based on number of Sites, the Company believes that it can effectively compete for the approximately 8,600 uncommitted tenancies (Source: Company Market Position Assessment). The Group’s tenancy ratio in Spain includes tenancies from Active Sharing Arrangements between Vodafone and Orange, meaning that Vantage Towers is a critical infrastructure provider to MNOs with more than 50% of the market share based on the number of total subscribers (Source: Fitch Solutions). In 2019, Vodafone and Orange agreed to expand their existing Active Sharing Arrangement to all municipalities with fewer than 175,000 inhabitants, including equipment supporting 2G, 3G, 4G and 5G networks. Pursuant to these arrangements, each MNO will become an anchor tenant on Sites in red (Vodafone) or orange (Orange) zones of the country and the other MNO will remove its Active Equipment from such Sites with the anchor tenant then sharing its Active Equipment. The arrangements also designate an exclusion zone comprising cities with over 175,000 inhabitants in which Sites will not be actively shared. In connection with these arrangements, Vantage Towers receives fees based on the application of a single portfolio fee to all Vantage Towers Sites as opposed to the per Site pricing arrangements used in almost all of the other Consolidated Markets. Vantage Towers also receives an active sharing premium on relevant Sites. Under this portfolio fee structure, one overall fee is charged for all Sites. The fee enables a certain number of Sites to be decommissioned pursuant to Active Sharing Arrangements within the relevant market with no impact on revenues. Vantage Towers believes that it is a natural partner for its anchor tenants’ active tenancy requirements in the red (Vodafone) zone. The Company is also targeting additional tenancies in the exclusion zone where its Sites are well placed to capture demand from densification from other MNOs due to being positioned in attractive locations in urban areas. While Vantage Towers is decommissioning approximately 900 Sites in Spain, the Company expects an offsetting increase of more than 1,900 tenancies upon the full implementation of the arrangements, resulting in around 1,000 net secured tenancies and an overall increase in revenue over the medium term. Vodafone will pay the costs of the Site decommissionings related to the Active Sharing Arrangements. Coupled with the ground lease optimization program, which is being piloted in Spain, the Site decommissionings are expected to decrease the Group’s ground lease costs in Spain, resulting in higher profit margins.

171 In addition, as part of the Vodafone BTS Commitment, Vodafone has agreed to contract for approximately 150 new Macro Sites from Vantage Towers by March 31, 2026, resulting in total secured tenancies of approximately 1,100 when combined with the tenancies secured through the Active Sharing Arrangement between Vodafone and Orange. Beyond the Vodafone BTS Commitment, the Company expects further new Site requests from Vodafone driven by future coverage obligation and the Group’s preferred supplier status. Alongside its opportunities with existing and new MNO customers, the Group is targeting an expansion of its non-MNO customer base. The Vantage Towers commercial team is exploring expansion opportunities with these customers, supported by public tenders to develop PPDR networks in Spain’s regions, such as the tender issued by the government of Andalusia promoting the implementation of a Digital Emergency network in the region. See “15.3.4 Demand from Non-MNO Customers” and “15.4.2 Spain” for more information on Spanish telecommunications market dynamics.

16.4.3 Greece Vantage Towers Greece is the largest telecommunications tower company in Greece by number of Sites (Source: Company Market Position Assessment). Greece is the Group’s third largest market, comprising 11% of the Group’s Macro Sites and 12% of the Group’s tenancies in its Consolidated Markets as of December 31, 2020. The Group’s portfolio is comprised of approximately 4,800 Macro Sites as of December 31, 2020, consisting of approximately 2,000 GBTs and 2,800 RTTs. The majority of the Group’s Macro Sites in Greece are located in urban and suburban areas. As of December 31, 2020, the Group had a tenancy ratio of 1.64x on its Macro Sites, driven by its GBTs which had a tenancy ratio of 2.02x. The Group’s RTTs in Greece had a tenancy ratio of 1.37x as of the same date, which, combined with the fact that the tenancy ratio on its Greek GBTs was 1.13x when active sharing tenancies were excluded, affords potential for future colocations and upgrades across the portfolio. The Group’s Sites in Greece also have highly attractive locations based on the Group’s co-tenancy analysis. As of December 31, 2020, approximately 89% of the Group’s Macro Sites in urban areas did not have a competing Site within 150 meters and almost 74% of its Macro Sites in rural areas did not have a competing Site with one kilometer. Vantage Towers Greece was acquired on December 22, 2020 following the contribution into it of the shares in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo. The company is owned 62% by Vantage Towers and 38% by Crystal Almond. An option to purchase the remaining 38% of Vantage Towers Greece was triggered on February 24, 2021 with the acquisition expected to complete seven calendar days after Admission. In conjunction with the combination, Vodafone Greece and Wind Hellas committed to new long-term MSAs each with an initial term of eight years and three further eight-year renewal periods on materially the same terms. Greece offers the Group de-risked growth from the Active Sharing Arrangement between Vodafone Greece and Wind Hellas, which is underpinned by committed demand from these two anchor tenants. The Company expects growth in Greece to be driven by growing coverage requirements and densification needs. Vodafone Greece and Wind Hellas have a 2G and 3G, as well as a separate 4G, Active Sharing Arrangement in Greece covering rural areas and some urban Sites that was fully implemented in 2020, making Vantage Towers Greece a critical infrastructure provider to two of the three MNOs in the market. Under the MSAs, Vantage Towers Greece will be the preferred supplier of new towers for Vodafone Greece and Wind Hellas, each of which has agreed to commit as an anchor tenant on 250 new BTS Sites (500 in total) to be built by Vantage Towers Greece over a five-year period from November 17, 2020. As a result of its preferred supplier status, the Company believes that it is well positioned in Greece to capture demand from coverage and quality obligations across its Site portfolio. In addition, the Company is targeting potential margin improvements from upgrades to existing antennas to allow for greater electromagnetic field capacity, expansion of its Micro Site portfolio to drive tenancy growth and relocations by Cosmote from decommissioned rural Sites. The Company will also explore its ability to lower ground lease costs in Greece, which are significantly above the average cost across its consolidated Site portfolio.

16.4.4 Other European Markets The Group’s Other European Markets segment includes its operations in Portugal, the Czech Republic, Hungary, Ireland and Romania. The Group ranks second in the market by number of Sites in the Czech Republic, Ireland, Portugal and Hungary compared to fourth in Romania (Source: Company Market Position Assessment). Across these markets, the Group operated a total of approximately 12,700 Macro Sites,

172 comprising 28% of the Group’s Macro Sites and 28% of the Group’s tenancies in its Consolidated Markets as of December 31, 2020. Across its Other European Markets, the Group has well-balanced, nationwide Site portfolios with substantial physical capacity that are underpinned by low tenancy ratios. Of the Group’s Macro Sites in Other European Markets, as of December 31, 2020 approximately 5,500 were GBTs and approximately 7,200 were RTTs. These Sites are primarily located in urban areas with GBTs that have generally have higher tenancy ratios (1.68x compared to 1.15x for RTTs as of December 31, 2020). The Group’s overall tenancy ratio in Other European Markets was 1.38x, principally driven by higher numbers of tenants on GBTs in rural areas. In Portugal, approximately 65% of the Group’s Site portfolio and over 75% of urban Sites are fiberized following a fiber initiative that provides a model for the rest of the Group’s markets. The Group provides fiber services on these Sites, reselling wholesale fiber capacity from Vodafone. The Group believes that the fiberization of these Sites increases their attractiveness as they are better equipped to roll out 5G. In the Czech Republic and Romania, the local Vantage Towers and Vodafone companies have entered into Portfolio Management Agreements and in Hungary Vantage Towers Hungary and Vodafone Hungary have entered into a passive infrastructure maintenance services agreement. These agreements relate to certain Sites for which legal ownership did not transfer to the respective Vantage Towers entities in 2020 as a result of various restrictions concerning landowner consent, in the case of the Czech Republic and Hungary, and immovable property registration requirements, in the case of Romania. The Portfolio Management Agreements are based on the terms of the corresponding Vodafone MSAs and transfer economic ownership of the Sites to Vantage Towers without transferring legal title to the Sites. The legal title to the majority of the Sites covered by the Portfolio Management Agreements is expected to be transferred to Vantage Towers during the first half of 2023. See “17.1.6 Portfolio Management Agreements.” In Portugal and Romania, Vodafone has entered into Active Sharing Arrangements that are expected to support the Group’s revenue and Adjusted EBITDA. For further information on these arrangements, see “16.9 National Sharing Arrangements” below. The Group has partly secured future tenancy demand in its Other European Markets segment through its Active Sharing Arrangements and the Vodafone BTS Commitment. Between the twelve months ended March 31, 2020 and the twelve months ending March 31, 2030, coverage obligations, densification needs and potential new entrants are expected to require approximately 20,000 incremental tenancies, of which approximately 4,000 have been contracted. In Portugal and the Czech Republic a significant portion of expected demand is anticipated to come from coverage obligations, in particular from road coverage. A new entrant is also expected to drive demand in Portugal. Through its Active Sharing Arrangements and the approximately 950 new BTS Sites that Vodafone has committed to contract for as part of the Vodafone BTS Commitment, the Group has secured approximately 1,700 tenancies, net of decommissionings related to the Active Sharing Arrangements across its Other European Markets. In Other European Markets, the Group is also able to construct Sites at an average build cost per Site that is significantly lower than its other geographies, and the yearly cost of the roll out of Sites as part of the Vodafone BTS Commitment is expects to decrease through the commitment period. The Company intends to leverage the strategic location of its Sites and its market positions in the countries comprising its Other European Markets segment to capture a portion of the remaining approximately 16,000 tenancies that is equivalent to its market share.

16.4.5 INWIT In Italy, the Group owns a 33.2% shareholding in INWIT, Italy’s largest telecommunications tower company (Source: Company Market Position Assessment). INWIT provides Passive Infrastructure dedicated to hosting radio transmission equipment, telecommunications and the broadcasting of television signals and radio. As of September 30, 2020, INWIT managed 22,100 Macro Sites, on which it had 41,000 tenancies and maintained a tenancy ratio of 1.85x compared to 22,100, 40,500 and 1.80x, respectively, as of March 31, 2020, and 11,200, 21,800 and 1.95x, respectively, as of December 31, 2019. On November 5, 2020, INWIT publicly announced a revised dividend policy based on a dividend per share of EUR 0.30 to be paid in 2021 following the approval of INWIT’s financial statements for the twelve months ended December 31, 2020 and an annual 7.5% increase in dividend per share in the following years of its three-year plan (2021 to 2023), broadly in line with its forecasted business growth. For further information on the public disclosures of INWIT, see “2.7 INWIT Public Disclosure.” INWIT has operated as a stand-alone tower company since it was carved out of Telecom Italia in March 2015. In March 2020, Vodafone contributed its tower portfolio in Italy to INWIT in return for a 37.5%

173 shareholding in INWIT, which it later sold down to 33.2%. As part of this transaction, Vodafone entered into a shareholders agreement with Telecom Italia, providing it with co-control over INWIT. On November 19, 2020, Vodafone contributed its 33.2% shareholding in INWIT to CTHC and CTHC acceded to the shareholders’ agreement between Vodafone and Telecom Italia. For a description of the shareholders’ agreement, see “16.21.1 INWIT Shareholders’ Agreement.” Vantage Towers and INWIT also share best practices to ensure they obtain the full benefits of their partnership. In conjunction with the merger, Vodafone Italy and Telecom Italia each committed to a new MSA with INWIT which had initial terms of eight years, with eight-year renewal periods. Under these MSAs, INWIT is the preferred supplier of new towers for Vodafone Italy and Telecom Italia. Vodafone Italy and Telecom Italia committed to add additional tenancies on INWIT’s towers over the four years following the merger. Furthermore, to facilitate the effective roll out of 5G technology, Vodafone Italy and Telecom Italia have each committed as anchor tenants on 2,400 Macro Sites to be constructed by INWIT. INWIT is targeting the deployment of these by the end of 2026. Between 2020 and 2026, INWIT’s new tenancies are expected to be split almost evenly between tenancies from its anchor tenants and those from other customers. As of September 30, 2020, INWIT had approximately 12,800 committed new tenancies from Vodafone and Telecom Italia, derived from approximately 7,900 committed new tenancies on existing Sites and approximately 4,800 committed new tenancies on approximately 2,400 committed BTS Sites. INWIT expects to add between approximately 12,000 and approximately 15,000 new tenancies from other customers during this period, with approximately 8,000 to approximately 10,000 added during between 2020 and 2023 and the remaining approximately 4,000 to approximately 5,000 added between 2023 and 2026. INWIT is also in the process of setting up a network of DAS Sites that is expected to provide high quality coverage in densely populated urban areas like some of Italy’s historic centers and other public areas, as well as in large enclosed areas like shopping malls, concert halls, sporting venues and hospitals. INWIT is currently piloting Small Cells in the main Italian cities with Telecom Italia. As of September 30, 2020, INWIT estimated that it would install approximately 33,000 Micro Sites by 2026 (compared to approximately 3,400 as of September 30, 2020), split between approximately 24,000 DAS and Small Cell Sites and approximately 9,000 repeater Sites. INWIT expects to add approximately 8,000 DAS and Small Cell Sites between 2020 and 2023 and a further approximately 16,000 between 2024 and 2026. The remainder during both periods are expected to be repeater Sites. In addition to the interconnectedness and quality of the infrastructure, the key factors supporting INWIT’s competitive positioning are: • established relationships with the main MNOs in Italy that recognize the importance of the services offered by INWIT within their own value chains; • visibility of revenues and significant generation of cash flow, guaranteed by long-term contracts that are renewable upon expiration and characterized by a high renewal rate; • contracts protected against inflation; and • technical and managerial know-how through personnel with experience gained over years within Telecom Italia and Vodafone. INWIT also benefits from a long-term passive and active sharing arrangement between Vodafone and Telecom Italia, with active sharing in areas with less than 100,000 inhabitants. For information on the Italian telecommunications market, see “15.4.9 Italy.”

16.4.6 Cornerstone In the United Kingdom, the Group owns a 50% shareholding in Cornerstone, which is the largest telecommunications tower company in the market by number of Macro Sites (Source: Company Market Position Assessment), operating approximately 14,200 Macro Sites as of December 31, 2020. The remaining 50% shareholding is owned by Telefónica UK. Vodafone UK and Telefónica UK are Cornerstone’s anchor tenants and the two MNOs have a network sharing partnership in the United Kingdom providing for nationwide coverage outside of urban areas, making Cornerstone a critical infrastructure provider to two of the United Kingdom’s leading MNOs by number of mobile subscribers (Source: Fitch Solutions). Cornerstone Financial Information, see “2.8 Cornerstone Financial Information” and “10 Unaudited Pro Forma Financial Information.” For Cornerstone’s financial outlook, see “27 Outlook.”

174 Cornerstone operates approximately 14,200 Macro Sites, of which approximately 3,800 are Streetworks. Cornerstone also provides management services to Vodafone UK and Telefónica UK on approximately 5,100 third-party Sites where their Active Equipment is deployed. As of December 31, 2020, 77% of Cornerstone’s Macro Sites were GBTs and the remaining 23% were RTTs. The tenancy ratio on Cornerstone’s Macro Sites was 2.01x as of the same date, with the Macro Sites having sizeable colocation capacity due to significant active sharing between the anchor tenants. The blended average anchor fee on Cornerstone’s Macro Sites is approximately GBP 17,000. Cornerstone’s Macro Site portfolio is almost equally split between London / urban and rural areas, with Macro Sites deployed nationwide in locations that offer optimal coverage. In London and other urban areas, 80% of Macro Sites are in attractive locations (i.e. located at least 150 meters from competitors). The Company expects MNOs to focus on the deployment of 5G technology in these areas in the near term. In conjunction with the contribution of Vodafone’s UK shareholding to CTHC, each of Vodafone UK and Telefónica UK entered into a new long-term MSA with Cornerstone effective January 1, 2021 on materially consistent terms. For a description of the MSA between Cornerstone and Vodafone UK, see “17.1.3 MSA between Cornerstone and Vodafone UK.” Cornerstone is expected to benefit from lower ground lease costs in future years as renegotiations occur under the ECC. Under the code, ground lease rental fees, which have historically been relatively high in the United Kingdom, are determined based on the market value of the land for non-telecommunications purposes, thereby reducing rents where Sites have low non-telecommunications market values. The ECC is intended to lower the network operating and roll out costs of MNOs so as to enable broader, cost effective 5G coverage across the United Kingdom. Approximately 65% of Cornerstone’s portfolio of Sites is eligible for renegotiation under the ECC. The MSAs provide that Cornerstone will retain 30% of the net savings, affording additional capital to further the roll out of next-generation digital networks in the United Kingdom. The Company expects that the ECC will also enable Cornerstone to speed up and simplify the roll out of new Macro Sites. Vodafone UK and Telefónica UK have committed to contract for the construction of approximately 1,200 new Macro Sites by the twelve months ending March 31, 2025, and approximately 1,950 new passive tenancies on existing Sites operated by Cornerstone by the twelve months ending March 31, 2024, in order to facilitate the effective roll out of 5G technology and meet coverage obligations. Approximately 950 of these Macro Sites and all of the new passive tenancies are expected to result from changes made to the existing Active Sharing Arrangements between Vodafone UK and Telefónica UK pursuant to which the MNOs will unwind active sharing in London and replace the related active sharing tenancies with physical tenancies. In total, the Company expects Cornerstone to have up to 3,550 new passive tenancies by the twelve months ending March 31, 2025 under these commitments. Given the quality and coverage of its infrastructure, the Company believes that Cornerstone is well-placed to capture a significant portion of the additional market tenancies required for densification and coverage in the United Kingdom. Between the 12 months ended March 31, 2020 and the 12 months ending March 31, 2030, the Company expects approximately 12,000 new tenancies in the United Kingdom. The Company further expects that the ECC will enable Cornerstone to increase the speed and simplify the roll out of new Macro Sites. See “15.4.10 United Kingdom” for information on the UK telecommunications market.

16.5 The Group’s Site Portfolio The Group operates a network of approximately 82,000 Macro Sites and approximately 7,100 Micro Sites through controlling interests in operations in Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, and co-controlling interests in tower infrastructure operators in Italy and the United Kingdom. The Group’s Sites were selectively built to meet densification and population coverage requirements and are generally located in areas that are strategic for MNOs.

16.5.1 Description of the Group’s Sites The Group’s Sites are critical for its customers and are low complexity assets with limited capital expenditure requirements. The Group’s Sites comprise Passive Infrastructure, Active Equipment, backhauling systems and the land on which the infrastructure is located. The Group owns, manages and operates a full Passive Infrastructure offering while the Active Equipment on the Site belongs to the Group’s MNO and non- MNO customers. Backhauling at the Group’s Sites was generally owned by the Group’s customers at the time of the Reorganization; however, going forward the Group intends to expand into building and wholesaling fiber backhauling on new Sites. The Group leases the vast majority of the land on which its Sites are located.

175 Passive Infrastructure is an installation comprising a set of different elements located at a Site and used to provide support to the Active Equipment. Passive Infrastructure includes, inter alia: • vertical support structures, including masts, towers, tower foundations, substructures and antenna supports (excluding bracketry), civil infrastructure (including steelworks) and related works; • storage surfaces or shelters; • access, surveillance and security systems, safety installations and protective devices; • cable ducts (including fiber ducts but excluding the fiber inside the ducts) and cable trays; • power equipment, including meters, rectifiers, permanent power generators (including solar and wind), back-up diesel generators, power stations and their batteries, and distribution boards and all energy connectivity cables relating to such equipment; • cooling and air conditioning equipment; • units which carry Long-Term Mobile Sites and associated Passive Infrastructure; and • active or passive DAS used on Macro Sites or in public areas. Vertical support structures for the antennas vary according to the height and technical characteristics required by customers’ Active Equipment. Vertical support structures typically consist of the following: • poles, which are lower than 12 meters tall; • towers, which are between 12 and 36 meters tall; • pylons, which are between 20 and 40 meters tall; • masts (lattice structures in an equilateral triangular pattern guyed typically with resistant steel guy wires at different levels (“Guyed Towers”)), the height of which varies according to the specific technical requirements; and • special solutions of varying height, used to camouflage the antenna system and reduce its visual environmental impact. Active Equipment includes the customers’ equipment used to receive and transmit the signal of radio/ mobile and wireless networks, including RAN equipment, radio frequency and microwave antennae, and telecommunications electronics. Backhauling systems connect the Sites and controllers of the mobile access network. The amount of Active Equipment that a Site can accommodate varies depending on factors such as the location and design of the Site, the height of the tower and the wind load, weight and positioning of such antennae. The standard configuration for space provided to customers at a Site is defined in terms of (i) floor space occupied on the Site, (ii) weight of remote radio units, (iii) antenna positions and antenna size, (iv) microwave dish diameter; (v) power consumption and (vi) EMF output. The amount of Active Equipment that may be hosted at a Site also depends on the specifics of the customer’s equipment, including the number, size and type of cellular radio and microwave antennae. The capacity of a single tower can be increased by Site modifications such as tower strengthening and height extensions and by adding further antenna mounting poles.

176 The Group is responsible for passive Site construction, upgrade and maintenance, and for energy management services in respect of both the Passive Infrastructure and the Active Equipment. The following diagram illustrates the Passive and Active Equipment typically located on a Macro Site.

Notes: (1) Existing fiber to the Site retained by the MNO. If fiber-to-the-Site deployment is undertaken by Vantage Towers in the future it will be owned by Vantage Towers. (2) Only owned by Vantage Towers where they have been transferred to the Group as there are some Sites on which Vodafone has retained ownership.

16.5.2 Site Portfolio As of December 31, 2020, the Group had approximately 89,100 Sites, consisting of approximately 82,000 Macro Sites and approximately 7,100 Micro Sites, in its Consolidated Markets and co-controlled joint ventures in Italy and the United Kingdom. The Group had 47,200 Sites across its Consolidated Markets, consisting of approximately 45,700 Macro Sites and 1,500 Micro Sites. The Macro Sites comprised approximately 16,000 GBTs, 29,400 RTTs and 300 Long-Term Mobile Sites. The Group is one of the most geographically diversified mobile telecommunications tower infrastructure operators in Europe (Source: Company Market Position Assessment). The Company believes that the diversity of its Site portfolio underpins its flexibility to pursue growth opportunities in non-core segments. Going forward, expanding and evolving its portfolio will be at the heart of the Group’s strategy. The Group’s Sites are strategically located across its markets with a strong presence in urban areas. As of December 31, 2020, 37% (37% as of March 31, 2020) of Vantage Towers’ Sites in its Consolidated Markets, were located in urban areas, 18% (19% as of March 31, 2020) in sub-urban areas and 44% (44% as of March 31, 2020) in rural areas.

177 The following table sets out a breakdown of the Group’s Macro Site portfolio by geo-type as of December 31, 2020:

Number of Macro Sites as of Dec 31, 2020 Urban(1) Suburban(2) Rural(3) (‘000) Markets by Segment Germany ...... 6.1 3.0 10.3 Spain ...... 2.7 1.9 4.3 Greece(4) ...... 1.7 1.2 1.9 Other European Markets Portugal ...... 3.0 0.4 0.0 Czech Republic ...... 1.4 1.3 1.2 Romania ...... 1.0 0.2 1.1 Hungary ...... 0.7 0.3 0.9 Ireland ...... 0.4 0.3 0.5 Co-Controlled Joint Ventures Italy(5) ...... N/A N/A N/A United Kingdom(6) ...... 2.3 4.1 7.7

Notes: (1) “Urban areas” are defined as areas with more than 100,000 inhabitants in Germany, Spain and Hungary, more than 50,000 inhabitants in the Czech Republic, more than 25,000 inhabitants in Romania, more than 20,000 inhabitants in Ireland and more than 12,000 inhabitants in Portugal. In Greece, “urban areas” are defined as Athens and Thessaloniki. Cornerstone categorizes Macro Sites into “London,” “urban” and “rural” categories. “London” comprises the City of London and the Greater London region. (2) “Suburban areas” are defined as areas with between 35,000 and 100,000 inhabitants in Germany, between 25,000 and 100,000 inhabitants in Spain, between 20,000 and 100,000 inhabitants in Hungary, between 3,500 and 12,000 inhabitants in Portugal, between 2,000 and 50,000 inhabitants in the Czech Republic, between 10,000 and 25,000 inhabitants in Romania and between 2,000 and 20,000 inhabitants in Ireland. In Greece, “suburban areas” are defined as all cities other than Athens and Thessaloniki. Cornerstone does not have a “suburban” geo-type. Cornerstone categorizes Macro Sites into “London,” “urban” and “rural” categories. “Suburban areas” are defined as those areas outside of London (as defined above) with over 30,000 inhabitants. (3) “Rural areas” are defined as areas with less than 35,000 inhabitants in Germany, less than 25,000 inhabitants in Spain, less than 20,000 inhabitants in Hungary, less than 10,000 inhabitants in Romania, less than 3,500 inhabitants in Portugal and less than 2,000 inhabitants in Ireland and the Czech Republic. In Greece, “rural areas” are defined as all areas other than urban or suburban areas. Cornerstone categorizes Macro Sites into “London,” “urban” and “rural” categories. “Rural areas” are defined as those areas outside of London with less than 30,000 inhabitants. (4) Reflects Vantage Towers Greece, the combined towers businesses of Vodafone and Wind Hellas, on a fully consolidated basis. See “3 Reorganization.” (5) Reflects 100% of INWIT’s Macro Sites. INWIT does not disclose the geo-type of its Sites. (6) Reflects 100% of Cornerstone’s Macro Sites.

In addition, the Group’s Macro Sites have attractive locations that underpin their colocation potential with a significant number of the Group’s Macro Sites being without a nearby competitor. The Group uses a process referred to as “co-tenancy” analysis based on the geographical location of its Sites to predict the “attractiveness” of these Sites. This analysis maps MNO tenancy needs against the locations of Vantage Towers’ and its competitors’ Sites. This process then identifies attractive Sites based on their proximity to competitors’ Sites. As of March 31, 2020, 57% of the Group’s Macro Sites in urban areas, excluding those in Hungary and Romania, were located at least 150 meters from Sites operated by the Group’s competitors. 29% of suburban Macro Sites and 38% of rural Macro Sites were located at least 600 meters and one kilometer, respectively, from Sites operated by the Group’s competitors as of the same date. In the case of rural Sites, there is no alternative infrastructure within 1 kilometer of the Group’s Sites. From a commercial perspective this means that the Group’s Sites are attractive to MNOs seeking to co-locate as they densify their networks or target improvements in rural coverage as well as for new entrants looking to roll out their networks.

16.5.3 Types of Sites The Group operates a high-quality Site portfolio that can be divided into two main categories of Sites, Macro Sites and Micro Sites. Virtually all of the Group’s Sites are telecommunications Sites, with the Group having minimal exposure to broadcasting or other activities. Macro Sites are GBTs (which include Streetworks in the United Kingdom), RTTs or Long-Term Mobile Sites that contain vertical and non-vertical Passive Infrastructure. Macro Sites include transmission Sites, which

178 are Sites designed to aggregate backhaul traffic. Typically, transmission Sites host a high number of microwave antennas and are connected to the backhaul network through fiber or a high capacity microwave link. • Ground based towers (GBTs) are towers erected on the ground that are suitable to host Passive Infrastructure. This type of tower is typically located in rural or suburban areas but they may also be located in urban areas. They are usually stronger and more wind-resistant than other types of Sites. The number of antennae that GBTs can accommodate varies depending on the design of the tower, its height and the wind load, weight and positioning of such antennae. However, generally GBTs have greater potential to host customers due to greater tower loading, space and EMF capacity compared to RTTs. GBTs also have space to accommodate transmission equipment in hubs and typically less ground lease restrictions on sharing infrastructure than RTTs. GBTs include Streetworks, which are compact and visually discreet monopole masts that are used to provide infill coverage, increased capacity or general coverage in urban areas as an alternative to RTTs. • Rooftop Towers (RTTs) are antenna structures, including tripods, masts installed on façades and Guyed Towers located on various types of buildings or constructions, typically on the roof and/or roofing pavement. RTTs are used especially in densely populated urban and suburban areas, taking advantage of the reduced visual/environmental impact of the Site and optimizing the occupied space. RTTs are easier to deploy and have a shorter mast given the height of the building or construction on which they are located. There are typically higher constraints on sharing infrastructure on RTTs due to wind load, space and EMF constraints; however, these constraints can be mitigated to increase sharing potential through the addition of new masts, increasing the demise on the ground or renegotiating lease agreements with landlords. • Long-Term Mobile Sites are transportable Passive Infrastructure units with a vertical element capable of hosting Active Equipment. These can be used by Vantage towers to deliver a hosting service while a new Site is developed, or to provide a more long-term hosting solution. Micro Sites are primarily DAS/indoor Small Cells and outdoor Small Cells, as well as a de minimis number of outdoor repeaters. The majority of the Micro Site portfolio (including INWIT and Cornerstone) is located in Italy, reflecting INWIT’s focused approach to developing its Micro Site portfolio. • DAS/Indoor Small Cells. DAS Sites are Sites in a public area that contain DAS wholly owned by Vantage Towers. DAS consists of a network of spatially distributed antennas connected to a common signal source that guarantees the wireless coverage in a specific location, typically indoors. The signal source can be generated by an on-site 2G base station or 3G/4G/5G node or captured off-air via an antenna from a nearby Macro Site and then amplified by an indoor repeater. Depending on how the signal is distributed to the antennas, through passive elements and radio frequency cables only, and/or through active elements and optical fiber, DAS can be passive, active or hybrid. DAS are predominantly located in high footfall areas. Similarly, indoor Small Cells are low-powered radio access nodes typically used to complement macro cells to provide indoor coverage and/or capacity. Indoor Small Cells are better suited to smaller or lower footfall venues. Both DAS and indoor Small Cells are strategically deployed in public areas (e.g., airports, shopping malls, stadiums, tunnels, office buildings, stores) to guarantee a strong and high quality of signal indoors. • Outdoor Small Cell Sites and Outdoor Repeaters. Outdoor Small Cell Sites are Sites that contain vertical Passive Infrastructure that hosts MNO outdoor Small Cell active radio and transmission equipment to serve outdoor areas, typically in an urban area, which cannot be served by, or is difficult to serve with, Macro Sites. Outdoor repeaters are often used in rural environments to provide coverage in a more economic way than by using Macro Sites. They contain vertical Passive Infrastructure that hosts MNO repeater equipment, being Active Equipment that receives signals through a donor antenna and retransmits them to extend the signals over longer distances or around obstructions. The majority of existing Micro Sites in the Group’s portfolio are outdoor Small Cells and public DAS Sites. Going forward, the Company expects the number of its Micro Sites to grow as densification and coverage needs increase to meet 5G demand. As of December 31, 2020, 79% of the Group’s Micro Sites (excluding Italy and the United Kingdom) were DAS Sites and 16% (excluding Italy and the United Kingdom) were Small Cell Sites. As of December 31, 2020, the Group, INWIT (as of September 30, 2020) and Cornerstone had a total of approximately 7,100 Micro Sites, of which approximately 6% of were located in Germany, 6% were located in Spain, 6% were located in Greece and 5% were located in Other European Markets, 59% were located in Italy

179 and 18% were located in United Kingdom. The Group had an average micro tenancy ratio of 1.35x on Micro Sites across its Consolidated Markets as of December 31, 2020.

16.6 Services The Group’s principal business is building and operating telecommunications Sites in order to provide space, energy management and related services to customers that in turn provide mobile, voice and data services to end-users or other businesses. The Group also offers comprehensive Site-related operational services, including Site preparation, construction, modification, maintenance and security services, and is looking at providing new services including fiber backhaul solutions. Other than in Greece, the Group also offers optional EMF services and energy management services. In Greece, the Group offers optional energy- related services (including the provision of temperature regulation services, battery back-up capacity and diesel generator capacity). The Group provides space on its Sites under a combination of long-term contractual arrangements (e.g., MSAs, framework agreements) and ISAs. The long-term contractual arrangements set out the framework of principal commercial terms that govern the provision of Site space. The ISAs are separate and individual agreements (incorporating the provisions of the MSA) that govern the services provided by the Group on each relevant Site and include Site-specific information (e.g., location and equipment details). The primary categories of services that the Group provides are: • Hosting services: The Group offers space on its Passive Infrastructure to customers so that they may install their Active Equipment on the Group’s Sites. These spaces include vertical Passive Infrastructure, shelters and rooms to house customers’ receiving and transmitting equipment, as well as electric power and connection cables for the connection between customer equipment and antennas. The Vodafone MSAs provide for certain parameters to measure the level of service supplied by the Group and related service credits. • Electromagnetic field (EMF) management services: The Group will facilitate EMF management services to ensure that the Site can accommodate standard configuration EMF levels. In most European markets, it is typically the responsibility of the MNO to ensure that the EMF utilization of their Active Equipment is in line with allocated capacity. In Germany, Vantage Towers must ensure there is sufficient EMF capacity for multi-tenant Sites. In Greece, the Group does not provide EMF management services. • Built-to-suit (BTS) services: The Group also offers the Vodafone Group BTS services relating to the new build of Sites, including design, planning, electromagnetic emissions analysis, acquisition, authorization and construction, according to specific requirements requested by the customer (e.g., location, tower height). The Group offers technical engineering and administrative financial services necessary to launch a new Site, including: search and selection of Sites for the Vodafone Group and determination of the optimal solution; lease contract negotiation and execution with the property owner; construction planning, including technical advice, feasibility analysis and final designs; construction permits management; civil works execution; and formal and administrative review of the creation of new Sites. The Group has an industrial approach to deploying BTS Sites that is based on a blueprint that provides for efficient deployment to meet time and cost constraints. It uses a standardized Site build approach across all of its markets and partners with several Passive Infrastructure deployment companies in each market. The Group then places bulk orders which give its partners visibility on the Group’s requirements allowing them to ramp up their delivery capabilities accordingly and benefit from scale. The overall process to build a new BTS Sites takes between six and 24 months depending on the market. Pursuant to the Vodafone MSAs, in the event that the Vodafone Group requires a new Site, the Group has a right of first offer. • Other services: The Group provides other services to its customers, including O&M services and Site modification services. O&M services may include: (i) reactive maintenance to address any incidents involving Passive Infrastructure; (ii) planned maintenance to maintain the quality and performance standards of the Passive Infrastructure; (iii) general Site maintenance and environmental management to guarantee Site accessibility and safety (e.g., maintenance of green spaces, pest control, etc.); (iv) Site access management; (v) operational incident management; (vi) energy management services for Active Equipment (other than in Greece); and (vii) security services such as surveillance of the Sites. Except in Spain where the Group contracts directly with vendors, the Group outsources O&M Services to third-party vendors (or, in the case of Romania, to Vodafone Romania) pursuant to the Long-Term Services Agreements entered into with members of the Vodafone Group or, in the case of Greece, with Victus. In each jurisdiction other than Spain and Greece, each service

180 is provided under the Long-Term Services Agreements until the expiry of relevant agreements, at which time the Group intends to negotiate stand-alone O&M contracts directly with third-party providers. The Long-Term Services Agreements ensure operating continuity and guarantee efficient service by rolling over maintenance agreements between service providers and the Vodafone Group and utilizing the additional infrastructure provided by the Vodafone Group. This allows the Group to evaluate alternatives and decide whether to continue using the current suppliers or to select others to whom these maintenance activities may be assigned. See “17.1.5 Long-Term Services Agreements.” The Group offers Site modification services to its customers, including the installation of additional Active Equipment, the upgrade of Sites to meet configuration requirements, modifications to Passive Infrastructure and the performance of minor Site modifications. • Fiber and backhaul solutions: The provision of fiber and backhaul solutions is an area in which the Company believes there is potential for it to grow its business. The Company intends to offer to deploy fiber at its non-fiberized Sites and provide fiber services directly to its MNO customers so that they may connect their Active Equipment to their core network. The Group also intends to offer fiber backhaul services to its customers pursuant to which it will lease fiber owned by other MNOs and then provide fiber services to its MNO customers. The Group provides its services in line with agreed levels of performance and quality standards in order for its customers to maintain, preserve and improve their services.

16.7 Customers The Group hosts many of the largest MNOs in Europe. Approximately 95% of the Group’s revenues come from MNOs that largely hold investment grade credit ratings. The Group’s largest anchor tenant is Vodafone, Europe’s largest MNO by number of mobile subscribers (Source: Fitch Solutions). The Group also has additional, committed, long-term contracts in place with other leading European MNOs (Source: Fitch Solutions) in each of its markets and has relationships with non-MNOs. As of the date of this Prospectus, the Group’s existing customer agreements include the Vodafone MSAs and agreements with other MNOs and non- MNOs.

16.7.1 The Vodafone Group The Group provides Site-related services to Vodafone Operators pursuant to the Vodafone MSAs. See “17.1.2 Vodafone MSAs.”

16.7.2 Other MNOs In addition to the Vodafone Group, including through INWIT and Cornerstone, the Group has long-term contracts in place with many of the largest MNOs in Europe based on their number of mobile subscribers (Source: Fitch Solutions). As of December 31, 2020, these MNOs, accounted for 27% of the Group’s tenancies and included Orange, Deutsche Telekom, Wind Hellas and NOS, all of which are also anchor tenants of the Group except Deutsche Telecom. In total, the Group manages relationships with over 30 local MNOs across its markets. INWIT also has a long-term contract with Telecom Italia and Cornerstone has a long term contract with Telefónica UK. The MSAs, framework agreements and other similar contractual arrangements between the Group and its other customers contain the commercial terms governing the Group’s provision of Site space and Passive Infrastructure services. The Group seeks to negotiate stable long-term contracts that include certain contractual parameters. The resulting MSAs safeguard the Group’s long-term strategy and enable the Group to provide customers with the desired quality of service with suitable protections at a cost to the customer that is lower than the cost of providing the services itself. The Group’s contracts with other MNOs have a typical duration of eight years and the majority include automatic rollover or extension clauses that are either long term or without limitation. The annual payments vary depending upon numerous factors, such as the number of Sites related to the contracts, Site location and classification (including height), the configuration of equipment on the Site and ground space required by the customer. The Group believes that its other MNO customer base reflects the quality of its Passive Infrastructure. MNOs are strong customers for tower companies and, in the case of the Group’s key MNO customers, each is positioned in the top tier of its respective markets. The following table sets out the Group’s key MNO relationships and the key relationships of its co-controlled joint ventures INWIT and Cornerstone.

181 Key MNOs

Markets by Segment

Deutsche Telekom Germany ...... Telefónica

Telefónica Orange Spain ...... MASMOVIL

Cosmote Greece ...... Wind Hellas

Other European Markets

MEO Portugal ...... NOS

T-Mobile Czech Republic Czech Republic ...... CETIN

Orange Romania Telekom Romania Romania ...... Digi

Magyar Telekom Telenor Hungary ...... Digi

Three Ireland ...... eir

Co-Controlled Joint Ventures

Italy ...... Telecom Italia

Telefónica EE United Kingdom ...... Three

16.7.3 Non-MNOs In addition to its MNO customer base, the Group also has a diversified non-MNO customer base that includes public entities, utility providers, enterprise customers, and other operators holding licenses for fixed wireless access operating PPDR networks, utilities networks, enterprise networks, private networks, IoT networks and FWA networks. The Group is actively developing relationships with new public and private operators in each of its markets and is exploring opportunities such as local operators associates to increase its customer base. For the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, revenue from non-MNOs represented approximately 5% of revenue from customers other than Vodafone. The Company believes that it will generate significant growth in non-MNO tenancy ratios by bringing new focus and managerial intensity to this segment of the customer base. As of December 31, 2020, the Group had approximately 1,600 tenancies occupied by a total of approximately 400 unique non-MNO customers, compared to approximately 1,500 tenancies occupied by over 300 unique non-MNO customers as of March 31, 2020. As of March 31, 2020, approximately 66% of these tenancies were occupied by operators of PPDR networks, principally in Germany, Spain, Portugal, Romania and Ireland, 17% were occupied by FWA network operators, principally in Germany, the Czech Republic and Ireland, 3% were operators of utilities/enterprise/private networks, mainly in Germany and Spain, 0.1% were IoT customers, primarily in Romania, and 9% were other non-MNO customers primarily located in Portugal,

182 the Czech Republic and Ireland. Germany represents a key non-MNO market particularly as 700MHz band spectrum allocated for non-MNOs was deployed and 450MHz band spectrum has recently been awarded to the utilities sector. As of December 31, 2020, approximately 45% of the Group’s non-MNO portfolio was located in Germany. Similar non-MNO-focused network development initiatives are being implemented in certain of the Group’s other markets, creating further opportunities for the Group. The Company believes that PPDR utility providers with a need for private networks, present the best non-MNO opportunities for the Group, with key opportunities identified to grow revenue in Germany and Spain. Agreements with non-MNOs provide for similar services as the agreements with the MNOs (hosting, engineering and maintenance). The consideration and duration of these agreements varies according to customer need.

16.8 Tenancies Excluding DAS/indoor Small Cell Site tenants, the Group hosted approximately 63,700 tenancies across its Consolidated Markets (approximately 133,000 tenancies including INWIT and Cornerstone), as of December 31, 2020, compared to approximately 62,300 tenancies (approximately 131,000 including INWIT and Cornerstone) as of March 31, 2020. Of the Group’s tenancies across its Consolidated Markets as of December 31, 2020, approximately 44,700 were Vodafone Group tenancies (approximately 44,400 as of March 31, 2020) and approximately 19,000 were tenancies with other customers (approximately 17,900 as of March 31, 2020). The Group’s tenancies and tenancy ratios include physical tenancies and active sharing tenancies. A physical tenancy is when a customer locates its Active Equipment on a Site while an active sharing tenancy is when a customer actively shares its Active Equipment on a Site with a counterparty under an active sharing agreement. A tenancy that is actively shared between two MNOs equals two tenancies, a physical tenancy and an active sharing tenancy. The following table sets out a breakdown of the Group’s tenancies by segment on a market-by-market basis as of the dates indicated. March 31, 2020(1) December 31, 2020 Vodafone Vodafone Group Other Total Group Other Total (‘000 of Tenancies on the Group’s Macro Sites) Germany ...... 19.0 3.8 22.9 19.4 4.0 23.4 Spain ...... 8.8 5.3 14.1 8.7 6.1 14.8 Greece(2) ...... 3.9 3.9 7.9 4.0 4.0 7.9 Other European Markets Portugal ...... 3.4 0.7 4.1 3.5 0.7 4.2 Czech Republic ...... 3.8 0.4 4.1 3.8 0.4 4.2 Romania ...... 2.2 2.3 4.5 2.2 2.3 4.5 Hungary ...... 1.9 0.7 2.7 1.9 0.8 2.7 Ireland ...... 1.2 0.7 1.9 1.2 0.7 1.9 Total ...... 44.4 17.9 62.3 44.7 19.0 63.7

Notes: (1) Tenancy data as of March 31, 2020 is presented as if the Reorganization had completed as of that date. (2) Reflects Vantage Towers Greece, the combined towers businesses of Vodafone and Wind Hellas, on a fully consolidated basis. See “3 Reorganization.” The parameter representing the degree to which Sites are shared is defined as the Group’s tenancy ratio, calculated as the total number of tenancies (including physical tenancies and active sharing tenancies) on the Group’s Macro Sites divided by the total number of Macro Sites. As of December 31, 2020, the Group had a tenancy ratio of 1.39x, compared to 1.37x as of March 31, 2020. The Group has a broad range of tenancy ratios across its portfolio with room for growth. The following table sets out a breakdown of the Group’s tenancy ratios by market, as well as the tenancy ratios of INWIT and Cornerstone, as of the dates indicated.

183 Macro Site GBT Macro Site RTT Blended(1) Mar 31, Dec 31, Mar 31, Dec 31, Mar 31, Dec 31, 2020(2) 2020 2020(2) 2020 2020(2) 2020 (x) Markets by Segment Germany ...... 1.82 1.82 1.02 1.03 1.20 1.21 Spain ...... 1.66 1.75 1.54 1.62 1.60 1.68 Greece(3) ...... 2.00 2.02 1.33 1.37 1.61 1.64 Other European Markets Portugal ...... 1.37 1.38 1.03 1.03 1.21 1.22 Czech Republic . . . 1.32 1.32 1.02 1.01 1.09 1.09 Romania ...... 2.15 2.16 1.84 1.84 2.01 2.01 Hungary ...... 1.79 1.85 1.11 1.11 1.38 1.41 Ireland ...... 2.01 2.03 1.07 1.08 1.54 1.55 Total Other European Markets ...... 1.67 1.68 1.15 1.15 1.38 1.38 Total Consolidated Markets ...... 1.75 1.78 1.17 1.19 1.37 1.39 Co-Controlled Joint Ventures Italy(4) ...... N/A N/A N/A N/A 1.80 1.85(6) United Kingdom(5) . . 2.05 2.05 1.86 1.86 2.01 2.01

Notes: (1) The blended Macro Site GBT (including Streetworks in the United Kingdom), Macro Site RTT and Long-Term Mobile Site ratios. (2) Tenancy ratios as of March 31, 2020 are presented as if the Reorganization had completed as of that date. (3) Reflects Vantage Towers Greece, the combined towers businesses of Vodafone and Wind Hellas, on a fully consolidated basis. See “3 Reorganization.” (4) Reflects 100% of INWIT’s tenancies on Macro Sites. Figures are based on information that has been made publicly available by INWIT. (5) Reflects 100% of Cornerstone’s tenancies on Macro Sites, including Streetworks within the Macro Site GBT ratio. (6) As of September 30, 2020.

The Group markets colocation space on its Sites to telecommunications providers and drives its revenue and margins by adding additional tenancies to its Sites. The Group’s anchor tenant receives an anchor tenant discount where an MNO colocates on a Site after the effective date of the respective Vodafone MSA; however, an anchor tenant discount is not applied if the MNO was colocating on the Site at the time of the Vodafone MSA effective date and subsequently installs more Active Equipment or renews its agreement with Vantage Towers. While the Group’s anchor tenant discount amounts to 15% of the original anchor fee (except in Greece where there are no discounts to base service charges and within certain Central and Eastern European markets where the discount is lower), the colocation fees charged to new tenants are such that they more than offset any such discount, resulting in an overall increase in revenue and Adjusted EBITDA for such Site with the majority of the expected economic benefit of the additional colocation being received by the Group. The anchor tenant discount does not apply to Vodafone’s “white spot” partners sharing on German “white spot” Sites or to additional active sharing counterparties on any Site. The Group is focused on increasing the tenancy ratios on its RTTs, which currently have lower tenancy ratios than its GBTs, particularly in certain jurisdictions like Germany where there has been limited commercial focus and there are contractual limitations on rooftop sharing related to limits on sub-leasing rights due to landlords’ preference to contract directly with MNOs. Going forward, the Company expects that densification and coverage obligations will underpin sustained growth in tenancies across the Group’s markets.

16.9 National Sharing Arrangements National sharing arrangements across most of the Group’s markets provide the Company with significant and highly differentiated visibility on its cash flows. The Group believes that its tenancy ratio and business benefit from European MNOs’ sharing of Passive Infrastructure, referred to as “passive sharing,” and Active Equipment, referred to as “active sharing.” MNOs enter into these relationships for a number of reasons, including to reduce the time needed to establish network coverage, to minimize the investment through cost sharing with other MNOs and to rationalize and increase the efficiency of their networks. The Group’s Sites,

184 with those of INWIT and Cornerstone, support Active Sharing Arrangements that are either implemented or in the process of being implemented between the Vodafone Group and another market-leading MNO in each of Germany, Spain, Greece, Portugal, Romania, Italy and the United Kingdom, meaning that the Group, including through INWIT and Cornerstone, represents critical infrastructure for two of the largest MNOs in each of these markets (Source: Fitch Solutions). These Active Sharing Arrangements have terms ranging between 10 and 32 years and generally provide incremental revenues to the Group as a result of the premiums that are incurred by customers actively sharing on the Group’s Sites, except in the case of Germany where active sharing in areas where only one MNO provides coverage does not incur a premium. Active sharing also does not generally significantly impact the amount of physical space available on the Group’s Sites, leaving such space physically available for passive sharing. The Active Sharing Arrangements entered into by the Vodafone Group have contributed to the Group’s high value common infrastructure, optimizing its cost base, increasing tenancy ratios and providing significant protection against the risk of decommissioning as a result of Site consolidation. The following table sets out details of the MNOs that have entered into Active Sharing Arrangements with the Vodafone Group. These Active Sharing Arrangements are currently in the process of being implemented, except in Greece and Italy where the arrangements are largely or fully implemented.

United Germany(1) Spain Greece Portugal(2) Romania Italy Kingdom MNO actively sharing with Deutsche Orange Telecom Vodafone ...... Telekom Orange Wind Hellas NOS Romania Italia Telefónica Regional Scope ...... (rural areas) National(3) National National National National(4) National

Notes: (1) Subject to further competition approvals. Unlikely for MNOs in Germany to actively share across the market beyond gray spot sharing. (2) Network sharing in Portugal to begin in 2021. (3) Exclusion zone is cities with over 175,000 inhabitants. (4) Exclusion zone is cities with over 100,000 inhabitants.

In Spain, Vodafone and Orange agreed in 2019 to expand an existing Active Sharing Arrangement to all municipalities with fewer than 175,000 inhabitants. Pursuant to these arrangements, each MNO will become an anchor tenant on Sites in designated zones of the country and the other MNO will remove its Active Equipment from such Sites with the anchor tenant then sharing its Active Equipment. The arrangement also designates an exclusion zone comprising cities with over 175,000 inhabitants in which Sites will not be actively shared. In connection with these arrangements, Vantage Towers receives fees based on the application of a single portfolio fee to all Vantage Towers Sites as opposed to the per Site pricing arrangements used in almost all of its other Consolidated Markets. In Greece, Vodafone and Wind Hellas have a 2G and 3G (and more recently, 4G) Active Sharing Arrangement covering rural areas and some urban Sites. In Portugal, Vodafone and NOS recently entered into Portugal’s first Active Sharing Arrangement, which includes passive sharing on defined Sites. Under the arrangements, Vodafone is able to permit NOS to install its Active Equipment on a certain number of Vantage Towers Sites in Portugal. Vantage Towers will also apply a single portfolio fee in Portugal. As a result, the Active Sharing Arrangement between Vodafone and NOS is expected to result in an increase in the Group’s revenue and Adjusted EBITDA in Portugal over the near to medium-term. A radio access network agreement is also in place between Vodafone and Orange in Romania. The deal announced in 2013 is a bilateral agreement covering the sharing of Active Equipment and Passive Infrastructure. As part of the legal separation of the towers business in Romania, Vodafone Romania subcontracted to Vantage Towers Romania that sub-set of obligations in the agreement that relate to hosting Orange’s Active Equipment where the hosting occurs at a Site transferred in the phase 1 demerger, under terms set out in a schedule to the applicable Vodafone MSA, and where the hosting occurs at a Site due to be transferred in the phase 2 demerger, under terms set out in a schedule to the Romanian PMA. In Germany, Deutsche Telekom and Vodafone signed an agreement in July 2020 (which is subject to competition and regulatory approvals) to improve coverage in “gray spot” (i.e., areas in which only one MNO provides coverage) areas via active sharing of approximately 3,600 Sites. On January 19, 2021, Telefónica announced that it had entered into letters of intent (subject to competition and regulatory approvals) with

185 Deutsche Telekom and Vodafone to share their active networks in “gray spots.” The collaboration aims to create a better mobile experience for customers of both companies both in rural areas and along traffic routes. However, Vantage Towers does not directly benefit from the collaboration.

16.10 Ground and Rooftop Leases The vast majority of the Group’s Sites are located on real property that it leases under lease agreements from different types of counterparties, including governments, and government-owned bodies, corporations and individuals. The Group has low landlord concentration, with approximately 95% of its Macro Site lease agreements being with single Site landlords as of December 31, 2020, based on dividing the number of single leases at the date by the total number of the Group’s Macro Sites. As of December 31, 2020, the Group had a total of approximately 44,200 leases corresponding to approximately 47,200 Sites across its portfolio. This equated to 94% of Sites being subject to paid lease agreements. As of the same date, 94% of the Group’s lease agreements were with landlords other than the largest 10 landlords in each of the Group’s markets. The Group’s lease agreements generally follow market-standard provisions that are in some cases negotiated with landlords. As of September 30, 2020, the Group had sub-lease rights under 83% of its lease agreements. Under 65% of the Group’s lease agreements, including 67% of the Group’s RTT leases in Germany, subleasing is only permitted under certain conditions, including notice to the landlord, landlord consent and/or a price increase. Under certain leases, the consent of the landlord or renegotiation of the lease is not required if Vantage Towers subleases to Vodafone-related companies (for which certain leases may also require an additional payment). GBTs typically have lower ground lease costs than RTTs. A significant portion of the Group’s ground leases are linked to an inflation index. In addition, some of the Group’s ground leases, including in Germany, include adjustment provisions if certain inflation thresholds are crossed. The Company is focused on managing current Site costs at least to inflation, and securing new Sites at the lowest possible cost; however, the Company anticipates that ground lease costs may increase above historical averages as part of its existing BTS commitments. The Group is partially protected against increases in rental fees at certain Sites by provisions in the Vodafone MSAs that pass a portion of rental increases over prescribed thresholds through to the Vodafone Group. Vantage Towers has the ability to proactively renegotiate its leases in order to improve their terms. It is seeking to do this either by negotiating lease extensions in return for lower pricing or acquiring ground or long-term RoUs. As of December 31, 2020, a majority of the Group’s leases had over five years remaining until they matured, providing the Company with visibility on its lease costs. The table below shows the number of ground leases expiring based on their maturity date, assuming non-renewal, as of December 31, 2020.

Number of Remaining Terms leases(1) (‘000) Under five years ...... 20 Between five and ten years ...... 8 Over ten years ...... 2 Rolling(2) ...... 17

Notes: (1) Totals do not include expired lease contracts. Expired lease contracts typically continue on a rolling basis until terminated by either party. (2) Rolling leases are common in Germany. Rolling leases are structured as leases without an end date and typically have an exclusionary period of approximately 10 to 15 years during which the lease can only be terminated for cause. After the exclusionary period, either party may terminate the lease after serving notice. Rolling leases include those inside the exclusionary period and those on a rolling basis.

16.11 Operating Model The Group maintains an efficient and flexible operating model, which combines best-in-class tools and practices with the Vodafone Group’s scale and systems to deliver synergies and operational excellence through shared services. The following image illustrates the application of the Group’s operating model to the activities it performs in support of hosting Active Equipment on its Sites.

186 16.11.1 Ground and Rooftop Lease Management Proactive lease management is a key focus area of the business and the Company believes that it offers an opportunity to optimize the Group’s portfolio and improve its margins. The Group has a widespread landlord base, which provides the benefit of diversity but requires an engaged approach to landlord relationships. In order to coordinate lease management, the Group created a dedicated team in each country that oversees its leases and landlord relationships. This team works with external experts to manage leases on a day-to-day basis and is in the process of creating an electronic landlord portal to promote landlord engagement. Ground and rooftop lease costs comprise the Group’s largest expense. Since the management team was established, the Group has begun to optimize its lease portfolio through the active renegotiation of leases where possible and the acquisition of land or long-term RoUs. For further details on these initiatives, see “16.3.3.3 Best-in-Class Operational Efficiency.”

16.11.2 Energy Management The Group is able to both procure and manage the energy consumed by the Passive Infrastructure and Active Equipment on its Sites, which the Company believes makes it an attractive proposition for its customers. Energy is typically procured for the Group by the VPC. The VPC is the main procurement company for the Vodafone Group, affording it significant expertise and scale within the market. As a result, the VPC is able to purchase energy at favorable rates. Energy is typically sourced from the local grid, although the Group is required to maintain battery backup energy sources at its Sites under the terms of the Vodafone MSAs. The Group charges a fixed fee to Vodafone Group companies for energy consumed by the Passive Infrastructure on a Site. The fixed fee per Site is subject to review every three years and has an adjustment mechanism if the price of energy changes. Service charges for the energy consumed by Active Equipment are applied on a pass- through basis with reference either to estimated or sampled consumption at the relevant rate or a metered consumption. The Group is implementing a number of efficiencies in order to lower its energy consumption and costs. Across its Sites, the Group is in the process of upgrading energy technology, including by installing smart meters, energy-efficient rectifiers, cooling and green solutions such as solar power, to make its energy consumption more efficient. In addition, the Group is aiming to migrate its energy model onto a fully remote monitoring and metering system that will use operational insights to provide actual energy demand data across the Group’s markets. The information derived from this model will be used both for live monitoring, predictive analysis of energy consumption and needs and advance purchasing.

16.11.3 IT Systems and Tools The Group currently uses a number of Vodafone Group’s IT systems for operational, business and technology support under the terms of the Support Agreements at the Group level and the Long-Term Services Agreements in the Vantage Towers Consolidated Markets. Vodafone’s IT infrastructure provides support to the Group in the areas of sales, project roll out, service delivery and O&M, as well as in certain business and technology support areas such as finance, supply chain, human resources, legal and lease management. In addition to Vodafone’s IT infrastructure, Vantage Towers is working to establish its own core IT infrastructure to support its business functions and the Group has begun to roll out applications that will be dedicated to Vantage Towers going forward.

187 The Group’s key digital assets are TIMS, the EVO program (“EVO”) and network stock solution (“NSS”). TIMS is a Vantage Towers system that will be wholly owned by the Group. It is the Group’s inventory management system in which Vantage Towers’ standardized processes are mapped. TIMS is an integrated software suite with common data and workflow structure across local tower companies that the Group uses to manage all end-to-end Group operational processes and workflow on a day-to-day basis. The software is highly configurable and integrates with the Group’s other IT systems. TIMS compiles all Site-related Group data, including Site information, project milestones, service levels, documents (e.g., leases and agreements) and files, from across the markets in a single, harmonized software suite. TIMS enables the Group to monitor Site KPIs by rapidly synthesizing data and providing dashboard reporting. The software can be accessed by the Group’s field workforce to access and edit Site information in real time and upload Site inspections and audits. TIMS also provides the Group’s customers with access to a customer-friendly data interface via a portal that facilitates customer interaction by enabling customers to access the Group’s Site portfolio and to raise service requests directly in the portal. It also includes a separate landlord portal that provides landlords with an equivalent tailored interface. An initial version of TIMS was rolled out to the Group’s markets in July 2020, although the full operational capabilities, which will include mobile workforce enablement, are not expected to be fully implemented until August 2021. EVO and NSS are both Vodafone programs that are provided to the Group under the Support Agreements at Group level and the Long-Term Services Agreements on a market by market basis. EVO is a Vodafone Group business transformation program that introduced a common operator model across the finance, supply chain and human resources processes. NSS is part of Vodafone’s IT landscape and enables end-to-end visibility of the Group’s supply chain and procurement. The program improves lead times, service levels and capital expenditure efficiency by delivering greater visibility over materials. Furthermore, the Group has rolled out a dedicated CRM solution to support the commercial team in their lead and account management activities. The system is built on a market-leading CRM software product and configured to the Group’s specific business model. It is highly configurable and integrates with the Group’s other IT systems like TIMS. The CRM solution was initially rolled out in October 2020 and is continuously updated with further functionalities. In addition to these programs, the Group expects to conduct an initial roll out of Digital Twin in the second half of 2021. Digital Twin is a software solution that will provide a 3D digital representation of physical Sites to enable the Group and its customers to perform Site activities remotely. The program is expected to significantly reduce the need for, and cost related to, Site visits. In addition, the solution will enable to the Group to digitize its Site offering, Site design and construction, and Site infrastructure operations to further increase operational efficiency and reduce the time-to-market of service delivery. In order to support its colocation and BTS services, the Group also expects to deploy customer demand forecasting in 2021. See “16.12.3 Empowered in Driving Growth and Quality of Service” below.

16.11.4 O&M Services The O&M services that the Group provides are outsourced to third-party vendors through the VPC, allowing the Group to benefit from the Vodafone Group’s economies of scale. These service providers have passed through the VPC’s rigorous assessment and due diligence processes, which include screening against sanctions lists. As of December 31, 2020, the VPC had eight O&M contracts in place related to services performed for the Group. The majority of these O&M contracts are due to expire in 2021 and 2022, with certain contracts in Spain and Germany lasting until 2024 and 2026, respectively. The provision of O&M services is conducted under the Long-Term Services Agreements except in Spain, where the Group contracts directly with vendors, and Greece, where transitional and long-term O&M field services and certain other related services are provided under service agreements between subsidiaries of Vantage Towers Greece and Victus. Other than in relation to Romania (where the services are provided directly by Vodafone Romania), the O&M services will be provided until the service contracts with individual third- party vendors expire and/or are replaced by the Group with stand-alone service contracts (except in Germany, where O&M services will be provided with a minimum service term intended to provide sufficient time for such stand-alone service contract to be entered into). See “17.1.5 Long-Term Services Agreements.” The Group combines its access to the Vodafone Group with expertise and advanced operational tools in order to maximize its O&M service offering. The Group manages the planning and execution of preventative maintenance with the support of field level maintenance suppliers. Field level maintenance of Sites is provided by a mixture of leading external suppliers. Currently, field level maintenance for Active Equipment and Passive Infrastructure is bundled together in some cases. On the expiration date of the current service contracts, the

188 Group will seek to negotiate field level maintenance contracts that are bespoke for Passive Infrastructure. The timing of the negotiations will depend on the residual duration of the existing contracts. The Company expects that, in combination with its advanced IT programs (TIMS and Digital Twin), the tailoring of its field level maintenance contracts will further optimize its O&M services. The Group utilizes two Vodafone NOCs located in Portugal and Romania to provide 24/7 monitoring of its Site portfolio outside of Greece and a Victus NOC for its Sites in Greece, ensuring that Passive Infrastructure faults are promptly identified and actioned. The centers monitor key operational processes, including Site power, temperature, security, heating, ventilation and air conditioning, fire suppression and infrastructure issues. The NOCs are integrated with all existing field level maintenance service providers resulting in effective reactive maintenance dispatching to the field teams. The activities conducted in the Group’s NOCs ensure that the Group provides its customers with an improving quality of service and high uptime performance. Going forward, the Group has established a roadmap to increase digital automation. The Company intends to introduce processes such as remote and predictive maintenance solutions with the goal of further streamlining the business.

16.11.5 Procurement The Group’s procurement function is performed by the VPC under the Procurement Agreements. See “17.1.7 Procurement Agreements.” Key areas of procurement are energy, O&M managed services, deployment services, electricity (commodity supply) and lease management. In Greece, certain procurement and supply chain services are provided or procured by Victus, Wind Hellas and Vodafone Greece. The VPC is responsible for Vodafone’s global procurement and comprises a team of approximately 850 supply chain management employees across the Vodafone footprint and approximately 9,000 global suppliers ranging from start-ups and small businesses to large multinational companies. The company strategically sources the Group’s inventory at a central European level, including the equipment required to set up and manage Passive Infrastructure and to supply Sites with energy. The VPC provides the Group’s markets with end-to-end logistics and inventory management and manages demand by combining sourcing for local Vodafone operating companies with local Group entities in order to benefit from volume. The VPC also sources certain services for the Group, including O&M services, Site deployment services and lease management services. The Company believes that the VPC’s expertise and scale allow the Group to reduce costs and deliver efficiencies through the procurement process. The VPC conducts industry benchmarking to enhance savings and evaluates local suppliers on an ongoing basis to identify opportunities for improvement. It also manages supply contracts in order to leverage opportunities to improve contract terms and reduces risk and enhances compliance through robust contract management. Furthermore, the VPC has long-standing ethical procurement policies and monitoring practices to ensure a sustainable supply chain. Suppliers are required to pass through comprehensive qualification and due diligence in areas such as human rights, health and safety, anti-bribery and watch list screening.

16.11.6 Vodafone Shared Services The Group receives corporate function support from Vodafone shared services. This support comprises HR and finance shared service activities and is provided under the Support Agreements. Vodafone shared services is a function operating out of a number of Vodafone group entities that focuses on value and business outcomes to drive cost savings. The multi-functional, multi-location organization includes over 25,000 professionals who administer a portfolio of services covering various capabilities. The Company believes that it can benefit from the cost-focused manner in which these services are provided while also working with Vodafone shared services to drive automation within the Group’s business.

16.12 Organizational Design The Company believes that Vantage Towers’ organizational design is in line with that of other companies listed on the Frankfurt Stock Exchange and appropriate for a company of its size and geographic profile. The Group aims to deliver its strategy through five key organizational design principles: (i) One TowerCo; (ii) Fit for its new purpose; (iii) Empowered in driving growth and quality of service; (iv) Standardization; and (v) Efficient (as described in “16.11 Operating Model” above).

189 16.12.1 One TowerCo The Group has a well-defined governance structure that has been in place since July 2020. This structure has fostered a collaborative, dynamic and innovative working culture while developing working relationships between employees at the Group’s headquarters and those in the markets. The Group is split between five top- level functions: commercial, technology, finance, legal and HR. At the market level, each market is headed by a local managing director (“MD”), all of whom have been in place since October 2020.

16.12.1.1 Commercial Commercial is headed by the Group’s chief commercial officer, Sonia Hernandez, and comprises a team who have extensive experience in business development. The commercial team is dedicated to growing, developing and transforming the business to increase revenue and deliver shareholder value. It is designed to be lean and centralized in order to facilitate more efficient alignment across the markets, focus on the Group strategy and product portfolio, and ensure an efficient, objective-driven approach. Commercial sales activities are based in Germany but are also located in the other markets. Local sales experts in each of the markets are responsible for building a strong pipeline of opportunities with both existing and new customers. Business development and direct sales are led out of teams in each market with two regional commercial market heads located in Germany and Spain, respectively, each of which have over 20 years of industry experience. Commercial is responsible for: • Commercial strategy and business development: Leading on commercial and pricing strategy to deliver growth and sustainable earnings and developing and creating new business opportunities to boost organic growth opportunities. • Product development: New product strategy, identifying revenue streams from technology optimization, product portfolio expansion and innovation, pre-sales support and predicting customer demand to minimize time and cost required to meet customer needs. • Marketing & brand, communications and sustainability. • Market intelligence: Using market analysis to identify business gaps and opportunities to inform Group strategy, the business plan and mergers and acquisitions. • Joint ventures portfolio: Ensuring quality of service and maximizing value in the Group’s equity investments.

16.12.1.2 Technology Technology is led by José Rivera, the Group’s chief technology officer. The team is comprised of experienced experts in both Passive Infrastructure, which are focused on planning, building and operating the Group’s Passive Infrastructure, and IT. Technology is responsible for the following infrastructure-related responsibilities: • Infrastructure operations: Defining product strategy and standard processes, including TIMS, and identifying and agreeing preferred suppliers. • Energy management: Defining energy and equipment strategy and developing energy procurement strategy. • Quality and performance assurance: Assessing the markets’ compliance with Company-defined processes and practices, defining operational best practice and interfacing with the NOCs. • Health & safety: Defining Group-wide health and safety policies and processes and monitoring and assessing health and safety compliance. • Technology strategy: Developing opportunities with the chief commercial officer and defining medium- to long-term strategy to drive revenue growth. Streamline processes and develop clear directions to implement technology and digital culture. Technology is also responsible for the Group’s in-house IT organization and promoting a state-of-the-art IT platform. This includes: • IT architecture: Developing, documenting and maintaining the overall IT architecture of the Group, including IT strategy and roadmap and acting as technical liaison with the Vodafone Group.

190 • Digital incubation and data analytics: Driving digitalization by prototyping emerging IT technologies and using digital data to create efficiencies and digitizing the core of the Group to obtain comprehensive and real-time views of infrastructure. • Service delivery: IT service delivery and enterprise-to-enterprise lifecycle management of all Group- owned IT systems. • IT portfolio management: Project portfolio management, monitoring and reporting of IT KPIs and management of suppliers, including IT services provided under the Long-Term Services Agreements and the Support Agreements. • IT security: IT security and compliance with data regulations.

16.12.1.3 Finance Thomas Reisten, the Group’s chief financial officer, is responsible for the Group’s finance function. After receiving support during the transition from Vodafone, the finance team is fully established with its own treasury, investor relations and internal audit capabilities. Finance is responsible for: • Financial planning and analysis and decision support: Planning, budgeting, performance analysis and Vodafone MSA support. • Corporate finance, treasury and tax: Tax strategy and planning, capital management and cash management. • Financial control and reporting: Financial planning, control and optimization, interfacing with Vodafone’s shared services center, investor relations and external reporting in compliance with listed company obligations. • Business intelligence and financial transformation. • Supply chain management. • Internal audit: Developing risk-based audit plan, delivering the audit plan, tracking management actions and reporting to the Supervisory Board’s audit committee (the “Audit Committee”), and managing Vantage Towers’ risk management framework.

16.12.1.4 Legal The Group’s Legal function is headed by Christian Sommer. The team includes a centralized contracts team, a commercial legal team to engage with other customers as well as key infrastructure suppliers, and external affairs capabilities to deal with the changing regulatory landscape. Legal is responsible for: • Commercial and supply chain management support: General corporate commercial legal support, including support of Site acquisitions, building permissions and decommissionings, and litigation/ contracts dispute support. • Corporate security: Business continuity and disaster recovery. • General counsel and company secretary support: Supervisory Board, Management Board and shareholder meetings, supporting compliance with corporate governance requirements, and maintaining share capital records. • Compliance: Defining regulatory priorities, providing regulatory and governance advice and oversight and establishing and maintaining the data protection framework. • External affairs: Engaging with regulators and policy makers.

16.12.1.5 HR The HR function is led by Nikolaus Rama, the Group’s HR director. HR is responsible for: • Talent strategy: Setting a people agenda for the business that is aligned with the Group’s business objectives.

191 • Reward strategy: Establishing an independent and focused reward strategy to drive the achievement of Vantage Towers’ strategy. • Resourcing strategy: Ensuring a diverse mix of talent through recruiting and on-boarding. • Labor relations: Managing unions and employee relations across markets. • Learning and development: Setting detailed learning plans based on the requirements of the infrastructure organization and building technical and leadership expertise to support Vantage Towers’ strategy. Transactional and administrative HR activities such as the learning and development platform, HR IT systems and payroll are outsourced to the Vodafone Group under the Long-Term Services Agreements.

16.12.2 Fit for its New Purpose The Company is an agile, business-to-business asset management-focused tower company with strong core capabilities from business-to-business relationships to proactive account management across its operations. The Group has reduced the number of layers in the organization to enable efficient decision-making and has established shorter project review cycles to foster streamlined execution. In support of this, the Group has a lean employee structure that the Company believes is well-distributed both geographically and functionally to support the Group’s medium term growth. For a breakdown of the Group’s employees by geography and function, see “16.13.1 Employee and Contractor Statistics” below. Over 47% of the Group’s full time employees are based in Germany with Spain and Greece accounting for a further 12% and 1%, respectively, and smaller numbers of employees based across the countries in the Group’s Other European Markets segment. As of December 31, 2020, 61% of these full time employees were part of the technology function, the team focused on planning, building and operating the Group’s Passive Infrastructure.

16.12.3 Empowered in Driving Growth and Quality of Service As a stand-alone tower company, the Group has a proactive approach both to identifying customer Site needs in new business development and to lease management. The Group’s MDs are empowered to deliver growth and operational targets and the markets have the freedom to pursue new business and uplifts in their tenancy ratios. Prior to the Reorganization, the Towers Business did not have a designated commercial team to drive colocations on its Sites. The Towers Business assessed Site colocation requests on a reactive basis, often with a reciprocal access component, and supported Vodafone in making colocation requests on the towers of other MNOs. The Towers Business was not involved with Site forecasting because Vodafone’s international network and radio planning team is responsible for the Vodafone Group’s hosting requirements. As an independent mobile telecommunications tower infrastructure operator, the Company is incentivized to drive non-Vodafone tenancies. The Group has a dedicated function to increase tenancy growth with incentives linked to performance against the business plan. The commercial team is responsible for leading business development by maximizing colocation opportunities, predicting customer Site requirements using market intelligence and geo-analysis, new product development and pre-sales support. Just over half of the team is made up of local, on the ground experts who are supported by the central team. All of the members of the commercial team have chief executive officer and chief technology officer-level relationships that they have brought to Vantage Towers. The team has four key strategic objectives for promoting business expansion: (i) delivering a commercial and pricing strategy that supports growth and sustainable earnings (i.e., Growing); (ii) creating new business opportunities to boost organic growth (i.e., Developing); (iii) expanding the perimeter of products and solutions for customers beyond the Group’s core assets (i.e., Transforming); and (iv) employing effective marketing to demonstrate the benefits of the Group’s products and solutions to existing and new customers (i.e., Communicating). During the nine months ended December 31, 2020, the addition of approximately 1,400 net tenancies was driven by the dedicated commercial team. The commercial team is supported by the Group’s CRM tool, an initial version of which has been rolled out to actively manage its leads and customers. In 2021, the Group expects to deploy geo-analysis software to support customer demand forecasting and indoor radio planning tools to support the sales process, enabling a more proactive sales approach, faster time-to-market and lower deployment costs. Similarly, within the Vodafone Group the management of Site ground leases and landlords was not a priority of the wider business. The Group believes that lease management is a tool through which it can improve its margins. As discussed above, it maintains a dedicated lease management team that is actively engaging with landlords to reduce costs by renegotiating priority leases. See “16.11.1 Ground and Rooftop Lease Management.”

192 16.12.4 Standardization The Group is standardizing its operational processes to support the efficient delivery of its services. In the case of each Consolidated Market, country blueprints are tailored for the opportunities and practices of the respective market in order to maximize their impact. As part of its standardization principle, the Group has adopted a systematic approach to portfolio O&M and BTS deployment. In O&M, the Group uses Vodafone’s NOCs to monitor its Site portfolio and deliver consistent, high quality O&M services. Similarly, upon the expiry of the third-party service provider contracts, to the extent necessary the Group will seek to split out Passive Infrastructure services from active services in order to streamline the services across its portfolio. In built-to-suit, the Group has set out a blueprint process to allow for the efficient deployment of its BTS Sites. The Group has developed standard Site models that it refines based on the requirements of its customers. Using these models, the Group partners with Site construction and deployment providers that it selects based on their ability to industrialize the tower construction process with components costed using Vodafone’s Design2Cost modelling, which uses machine learning to cost each element of a process on its most granular level, enabling the purchaser to generate savings through efficient costing.

16.13 Employees and Contractors 16.13.1 Employee and Contractor Statistics For the period ended March 31, 2019, the Company (named Blitz D19-410 GmbH at that time) was a shelf company and did not have employees. For the twelve months ended March 31, 2020, the Company (named Vodafone Towers Germany GmbH at that time) did not have any operations and accordingly did not have any employees. As of December 31, 2020, the Group employed 278 full time employees. The following tables set out breakdowns of the Group’s employees by geography and function, respectively.

As of As of September 30, December 31, 2020 2020 Germany ...... 97(1) 131(2) Spain ...... 28 34 Greece(3) ...... 5 14 Other European Markets ...... Portugal ...... 12 19 Czech Republic ...... 24 27 Romania ...... 15 18 Hungary ...... 15 20 Ireland ...... 12 15 Total Other European Markets ...... 78 99 Total(4) ...... 208 278

Notes: (1) Reflects 30 head office, and 67 operations, full time employees. (2) Reflects 45 head office, and 86 operations, full time employees. (3) Reflects Vantage Towers Greece, the combined towers businesses of Vodafone and Wind Hellas, on a fully consolidated basis. See “3 Reorganization.” (4) Total does not include 74 employees of Victus in Greece who will transfer to Vantage Towers during the first half of 2021 pursuant to the terms of the partial demergers and contributions of Wind Hellas’ and Vodafone Greece’s towers businesses into Vantage Towers Greece.

193 As of As of September 30, December 31, 2020 2020 Technology ...... 132 169 Finance ...... 40 61 Legal ...... 13 20 Commercial ...... 12 12 CEO/MDs ...... 7 10 HR ...... 4 6 Total(1) ...... 208 278

Note: (1) Total does not include 74 employees of Victus in Greece who will transfer to Vantage Towers during the first half of 2021 pursuant to the terms of the partial demergers and contributions of Wind Hellas’ and Vodafone Greece’s towers businesses into Vantage Towers Greece. As of the date of this Prospectus, the total number of the Group’s full time employees was 322 (excluding 74 employees at Victus). The Group also works with contractors under third-party and O&M field services contracts that are typically negotiated and entered into by the VPC.

16.13.2 Trade Unions and Collective Bargaining In Germany and Spain, collective agreements with trade unions and works council agreements applicable at Vodafone continue to apply in relation to employees that have transferred from Vodafone in Germany or Spain to Vantage Towers Germany or Vantage Towers Spain, respectively. The applicable collective bargaining agreements cover various basic terms and conditions of employment and deal with or include provisions on, among other things, remuneration, working time, employee benefits and allowances, restrictions with regard to dismissals, obligations to offer employment to apprentices and training processes. In Germany an employee works council has been established. The work council has numerous information and consultation rights relating to personnel, social and economic matters, especially with regard to dismissals, compensation and benefits and in case of restructurings or redundancies. Employees are not represented on the Supervisory Board. Vodafone has strong union relationships across the markets in which Vantage Towers operates and the Group intends to continue these relationships going forward. Good relationships with its employees are especially important to the Group, and the Group believes that it generally has good and constructive relationships with its employees, their trade unions and representative bodies.

16.13.3 Pension Plans and Retirement In Germany, the Company operates various defined benefit plans: Vodafone Pensionsplan Führungskräfte, Vodafone Pensionsplan Mitarbeiter and three closed legacy plans. These pension plans provide for old-age, disability and death benefits. The employees who transferred to the Company from Vodafone Germany as well as new hires generally participate in either the Vodafone Pensionsplan Führungskräfte or the Vodafone Pensionsplan Mitarbeiter depending on their hierarchical level. Two of the legacy plans are funded through reinsurances and are carried out via a support fund for which the Company applied to become a member. The other defined benefit plans, including the other legacy plan (Altersversorgung durch aufgeschobene Vergütung) are partially funded through plan assets held in a contractual trust arrangement which was set up by the Company and acts as pension trust (Vodafone Pension Trust e. V.). This contractual trust arrangement has been funded with assets that had a fair value of approximately EUR 3 million as at December 31, 2020. Due to market volatility the fair value of these assets is subject to change. In addition, the following defined contribution plans are in place in other jurisdictions: “Jointly promoted pensions plan applicable to the Vodafone Group (including TowerCo Spain)” in Spain, “Defined Contribution Plan Pension Scheme” in Portugal and “Irish Life Empower Master Trust” in Ireland.

194 16.13.4 Employee Share Plan The Company is considering the implementation of an employee share plan which may include the grant of share awards or the grant of options to acquire shares, in each case with potentially varying vesting periods. The Company will continue to consider the commercial terms of such a share plan before it is implemented.

16.14 Real Property As of December 31, 2020, the Group owned 1% of its Sites. The Group directly leased a further 94% of its Sites as well as its office buildings, including its headquarters in Düsseldorf, Germany, and its facilities in each of its markets. The remaining 5% of the Group’s Sites were operated under lease arrangements covering multiple Sites or with one-time or unspecified cost arrangements. These premises are used in whole or in part by Group companies. Lease payments and service fees payable under the relevant lease agreements are on an arm’s length basis.

16.15 Intellectual Property While intellectual property is an essential part of the Group’s business and intellectual property assets are, in the aggregate, of material importance to the Group’s business, the Group believes that no single IP asset is material to its business as a whole.

16.15.1 Patents and Know-How Vodafone owns a small number of patent rights that are necessary for the Group to conduct certain limited aspects of its business. The Group possesses confidential know-how.

16.15.2 Trademarks The Group owns all of the trademarks that it uses in the course of its business. As of December 31, 2020, the Group owned six trademark registrations.

16.16 Legal Proceedings The Group is party to legal proceedings from time to time arising in the ordinary course of business. During the twelve months prior to the date of this Prospectus, there were no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had in the recent past, significant effects on the Company’s or the Group’s financial position or profitability.

16.17 Insurance The Group believes that the Company and its subsidiaries have insurance protection to the extent customary in the industry. The Group is insured under global group insurance policies held by Vodafone, including third-party (product) liability, property damage and business interruption. The Group also expects to have directors and officers liability insurance in place at Admission. In addition, the Group has put in place additional insurance policies typical of a German public company.

16.18 Compliance and Risk Management The Group has compliance and risk management systems in place to observe all applicable legal regulations on an ongoing and sustainable basis. The Group continuously seeks to reduce the likelihood and/or potential impact of the various risks to which it is exposed. Therefore, the Group has implemented a compliance system which includes, inter alia, anti-corruption, anti-money laundering, antitrust regulations and data protection in order to prevent, detect and respond to potential violations. The Group’s risk management system operates Group-wide and is a fundamental part of its corporate governance system.

16.18.1 Compliance Maintaining high standards of compliance with the Group’s statutory and regulatory obligations informs Group decision-making, sets the tone for company culture and instills values across the Group. Compliance creates the framework for the Group’s business actions and serves to safeguard the Group’s long-term business success. As part of Vodafone, Vantage Towers is integrated into Vodafone’s compliance system, which, amongst other obligations, is required to comply with the U.S. Sarbanes-Oxley Act of 2002 (“SOX”). While

195 SOX controls do not necessarily cover all Group operations due to the relative size of the business within Vodafone, in this context, the Group maintains its own compliance management system, the key features of which are based on the system developed by Vodafone. The Group’s compliance program is closely interlinked with risk management and with the Group’s and Vodafone’s internal control systems. In this way, Vantage Towers ensures that compliance is an integral component of each business process. Antitrust law and corruption prevention training programs are carried out by compliance officers as well as compliance advice given on business transactions and processes. In the training programs, employees are informed about compliance requirements, risks, and possible sanctions. The requirements are based on law and Group-wide policies and serve to implement international standards. Vantage Towers keeps all of its employees informed about compliance measures and new developments through training, intranet and various forms of communication adapted to target groups and content. The Group provides compliance support on important business transactions, for instance in connection with major projects, acquisitions or the engagement of intermediaries. The Group’s compliance officers also advise the operating units on integrating compliance into their business processes. Vantage Towers regularly reviews critical business operations based on a risk-oriented, structured audit process. Anti-money laundering screenings of high-risk payments are carried out when red flags are raised. An additional element is the identification of compliance risks through the Group’s whistleblowing system. Alongside the options of directly contacting a supervisor or the compliance department, this system provides employees with a further channel for reporting possible infringements of laws or policies without revealing their identity. The Group investigates all reports of legal violations. Any violations identified are sanctioned as necessary, regardless of the name and function of the person involved. The Group’s legal function led by the general counsel and company secretary is responsible for ensuring statutory and regulatory compliance. Substantive compliance responsibility in these areas remains with the competent corporate functions and business units.

16.19 Risk Management The Group’s risk strategy is focused on supporting management in pursuit of strategic and operational objectives whilst safeguarding the critical assets of the business. The Group’s business success requires opportunities to be recognized and associated risk to be identified and suitably managed in line with the Group’s appetite for risk. The Group’s risk strategy dictates that business risks should be entered into consciously and responsibly and managed proactively by all employees. The Group based its risk management approach on Vodafone’s risk management global framework (the “Risk Management Framework”) and the policy compliance framework (the “Policy Compliance Framework”). The Risk Management Framework is an end-to-end risk management process designed to ensure a consistent approach across the Group. It covers the identification, measurement, management, assurance and reporting of the Group’s principal and local priority risks, and also establishes the risk management governance structure. The Policy Compliance Framework describes how controls and assurance are applied within all risk areas that are mitigated by policy, and highlights additional principles on culture, learning and communications to ensure a set of shared values and beliefs amongst employees. The effectiveness of risk management is assessed through a coordinated systemic three-lines of defense approach, consisting of (i) risk ownership and management, typically undertaken by business operations, (ii) risk monitoring and functional oversight, typically undertaken by the Group’s oversight bodies and specialist functions, and (iii) independent challenge and assurance, typically undertaken by the Group’s internal audit function, external auditors and other independent assurance providers. The purpose of this approach is to integrate activities across all three lines of defense to ensure that mitigations are in place and operating effectively, and to provide line of sight to management on the status of the current risk profile. The design of various risk management instruments ensures that the sub-processes are integrated in a continuous risk management loop and all relevant individuals and/or management teams are involved appropriately in the risk management process. Methods and tools to identify, assess, control and report risks are implemented throughout the Group and are continually improved. The Group’s main focus in using risk management instruments is to assess possible deviations in a broad range of non-financial risk indicators, in addition to the Group’s key financial performance indicators. To record relevant event risks in a structured way in specific areas of responsibility, all Group companies use Riskonnect, an IT platform, to report their line of sight reports and risk action plans on an annual basis. The regular reporting and updating of risks at the local level ensures that risk awareness remains high throughout the Group. Risks already recognized in the form of balance sheet provisions are also the subject of

196 standardized analyses and risk reporting, ensuring systematic control of these risks as well. Ad hoc risks are communicated immediately to the risk management officers and are also documented via the established reporting channels. Risks are also further evaluated by the Audit Committee on a regular basis (for further details regarding the Audit Committee, see “22.3.3.1 Audit, Risk and Compliance Committee”). These standardized risk management processes ensure that the Management Board and Supervisory Board are informed promptly and in a structured way about the Group’s current risk situation. However, despite comprehensive risk analysis, the occurrence of risks cannot be systematically ruled out. Risk transfer to insurers is handled centrally by Vodafone Group’s insurance department. Binding standards are in place for all Group companies to keep risk prevention at a sustainable and appropriate level. Such standards are updated as required.

16.20 Environmental, Social and Governance The Group’s ESG agenda is a core component of the People and Planet aspects of its strategy and seeks to leverage the Vodafone Group’s leadership on ESG issues.

16.20.1 Environment The Group’s strong network is an enabler for a sustainable digital society. The Company believes that by reducing the emissions and carbon consumption of its Site footprint, it can drive decarbonization across related commercial sectors. The Group has implemented a number of energy initiatives to decrease its carbon footprint and improve the efficiency of its energy use. The Group is aiming to increase the power usage effectiveness of the computing equipment in its data centers to below 1.26 by 2023 by improving power supply and cooling system efficiency by 15% compared to 2020. The Group is also targeting the installation of energy meters on 80% of its Sites by 2023. In line with its systematic approach to the continual improvement of energy performance and security across its operations, the Group has also committed to implementing ISO 50001 in all of its Consolidated Markets by 2023. The Group is in the process of piloting green technologies on its Sites in order to reduce its reliance on non-renewable energy. Wind turbines and solar panels have been deployed on certain Sites. In Germany, sets of micro wind turbines are planned to be rolled out to 300 Sites. In Spain, approximately 50 Sites are equipped with generator hybrid systems, solar panels and accumulators. The Company hopes that by deploying solar panels on its Sites it may be able to use them to power rural Sites with no power supply without having to link them to the energy grid. The Company also endeavors to advance its environmental plan through an emphasis on sustainability in its supply chain, energy purchasing and infrastructure. In its supply chain, the Group is leveraging the VPC’s expertise and policies in order to carry out ethical procurement and monitoring policies in line with those used by the Vodafone Group. These efforts are supported by key partners that verify supply chain conditions and suppliers using systems like blockchain. To support sustainable energy purchasing, VPC and the Group source renewable electricity via the on-site renewable solutions discussed above, power purchasing agreements negotiated by VPC and renewable electricity tariffs. By the second half of 2021, the Group is targeting 100% of its energy coming from renewable sources. Another aspect of the Group’s environmental strategy is its emphasis on reusing its Passive Infrastructure. The Group has a market leading network equipment reuse program. In the twelve months ended March 31, 2020, 99.9% of network waste was sent for reuse and recycling. During the same year, the program saved approximately 63% compared to buying infrastructure new. By 2025, the Group expects that all of its redundant network equipment will be reused, resold or recycled.

16.20.2 Social The goal of the Group’s social agenda is to build and develop an engaged and diverse Vantage Towers team within a lean and flat Group organization. The Company seeks to cultivate a distinctive culture through an emphasis on open employee dialogue, empowering leaders, a borderless mindset, a focus on growth opportunities for its people, a ‘Big’ and ‘Small’ ethos that leverages the scale of the Vodafone Group and a start-up mentality. The Group was designed from the bottom up to create a specialist, fit-for-purpose tower company through its technology (including infrastructure), commercial and enabling functions. Technology was carved out from the Vodafone Group’s technology organization, retaining key expertise that will help enable the Group’s vision of powering Europe’s digital transformation. The commercial function is dedicated to growing, developing and

197 transforming the business while the enabling functions comprise specialist expertise in finance, legal, IT and HR that is supported by the Vodafone Group’s scale and knowledge through the Long-Term Services Agreements. The Company aims to build a diverse workforce with the optimal mix of talent while fostering an inclusive, transparent and collaborative approach to business. As of December 31, 2020, 66% of the Group’s employees were men and 34% were women. The Group is driven to increase its gender diversity and aims to maintain a ratio of at least 30% female employees. The Group has also launched a recruitment campaign to further grow the Group’s employee base. The campaign has attracted a diverse range of high-quality candidates both from the Vodafone Group and third parties. As of December 31, 2020, 70% of the Group’s employees came from the Vodafone Group and 30% were recruited externally. The Group supports and develops its workforce through training and learning activities. It also offers leadership development support in order to enable its managers to operate with speed and accountability to deliver the Group’s growth initiatives. The Group benefits from its ability to use the Vodafone Group’s learning and development infrastructure while it develops its own content. The Vodafone Group operates Vodafone University and the Vodafone Technology Academy, which are global learning paths that support the targeted development of skills within a clear framework and supply business critical training with pre-qualification criteria. The programs are part of a newly developed learning portal that consolidates over 20 Vodafone learning Sites for cross function learning. They are updated as new programs and nano degrees are created. Vodafone University offers a number of courses, including courses on automation and development, cloud computing, analytics, cyber security and coding. All Group employees have access to the portal and as Group develops its own tower company-specific training courses they will be uploaded to the portal. In addition to these learning and development activities, the Group supports its workforce by providing them with high quality systems and tools, including TIMS, Digital Twin and business development applications. The Company believes that its lean organizational model allows it to quickly adapt to changing market trends and build capabilities required to deliver on its strategic objectives.

16.20.3 Health and Safety Health and safety are at the center of the Group’s operating model. The Group’s health and safety framework focuses on four areas (i) construction, (ii) inspections, (iii) operations and (iv) maintenance. In its construction activities, the Group focuses on safety by design and testing. Regular audits and inspections are carried out to determine compliance with safety standards and periodic inspections using a specialized company are also carried out to identify any tower issues. In operations, the Group carries out periodic health and safety field monitoring and supervision. The Group maintains a robust Site maintenance program to ensure the safety and functionality of its Sites. These maintenance activities focus on ensuring safe access to infrastructure by employees and suppliers. The Group’s commitment to safety does not differentiate between its own employees and its contractors, with all personnel expected to comply with the Group’s “Absolute Rules” on safety, which are focused on risks that present the greatest potential for harm. Vantage Towers has robust supervision systems in place supported by digital software that enables it to monitor compliance on a continuous basis. The Group maintains a consequence management system and employees or contractors who repeatedly fail to observe the “Absolute Rules” are excluded from involvement in the Group’s business. Whenever accidents occur, it is the Group’s policy to perform a full investigation of the cause with suggestions as to appropriate remedial measures. In the event of a fatality, all related work must cease and only recommence with appropriate authorization. Over the past three financial years, there have not been any fatalities related to the Towers Business. The Group will continue to put health and safety at the center of its business and aims to maintain its safety record as a stand- alone company going forward. The Group has implemented an ISO integrated management system, defining global minimum standards and requirements according to internationally recognized standards such as ISO 27001 (information security), ISO 22301 (business continuity management) and ISO 5000 (energy management). The Group may reevaluate the ISO integrated management strategy, and identify additional ISO certificates to be implemented, going forward. The Group also offers an employee wellbeing framework, which aims to encourage employees’ access to health and wellbeing information.

198 16.20.4 Governance The Company has implemented a strong governance framework that it believes enables the Group to operate with significant independence and supports high standards of compliance. As with other aspects of ESG, in governance the Group benefits from the Vodafone Group’s leadership in compliance with governance rules and standards. For information on the Group’s board and senior management composition and structure, see “20 General Information on the Group” and “22 Governing Bodies.”

16.21 Material Agreements Other than as set out below, neither the Company nor any member of the Group is a party to a material agreement not entered into in the ordinary course of business.

16.21.1 INWIT Shareholders’ Agreement On November 19, 2020, CTHC acceded to the shareholders agreement between Telecom Italia, Daphne 3 SpA (“Telecom Italia SPV”) and VEBV, dated March 25, 2020 and as amended on April 22, 2020 and June 24, 2020 (the “INWIT Shareholders’ Agreement”). The INWIT Shareholders’ Agreement was entered into pursuant to the merger of Vodafone Italy’s Passive Infrastructure into INWIT, which became effective on March 31, 2020. On November 19, 2020, VEBV contributed its entire shareholding in INWIT to CTHC. Telecom Italia no longer holds any INWIT shares directly, instead holding them indirectly though Telecom Italia SPV. CTHC and Telecom Italia SPV are each an “INWIT Shareholder” and together the “INWIT Shareholders” although VEBV and Telecom Italia remain party to the INWIT Shareholders’ Agreement for certain limited purposes, such as the standstill described below. The INWIT Shareholders’ Agreement provides, among other matters, that Telecom Italia SPV and CTHC will exercise joint control over INWIT and accordingly sets out certain rights and obligations, and procedures for the conduct of affairs and the management of INWIT. The agreement applies to future shareholdings in INWIT or in INWIT Shareholders’ Rights and Financial Instruments (as defined below) that Telecom Italia, Telecom Italia SPV, CTHC and/or VEBV may hold under any title or for any reason. As of December 31, 2020, CTHC and Telecom Italia SPV held 33.2% and 30.2% of INWIT’s outstanding share capital, respectively. Telecom Italia does not hold any shares in INWIT; however, it exercises co-control over the joint venture with Vantage Towers through Telecom Italia SPV. VEBV does not hold any shares in INWIT.

16.21.1.1 Duration The INWIT Shareholders’ Agreement remains valid and effective until the earlier of March 25, 2023, unless extended by the parties, and the date on which either Telecom Italia and Telecom Italia SPV or VEBV and CTHC ceases to hold shares in INWIT. Pursuant to the requirements of applicable Italian law, each INWIT Shareholder has the option to withdraw from the INWIT Shareholders’ Agreement if the other INWIT Shareholder ceases to maintain a shareholding of at least 25% in INWIT.

16.21.1.2 Key Provisions The INWIT Shareholders’ Agreement provides certain rights and obligations and procedures for the conduct of affairs and the management of INWIT with respect to: (i) the INWIT board of directors (the “INWIT Board”), (ii) internal committees, (iii) the board of statutory auditors, (iv) key managers, (v) direction and coordination, (vi) prior consultation obligations, (vii) resolution of deadlocks at shareholders’ meetings, (viii) dividend policy, (ix) the lock-up of the INWIT Shareholders’ interests, (x) a standstill agreement, and (xi) the resolution of conflict between INWIT’s bylaws and the INWIT Shareholders’ Agreement.

16.21.1.2.1 Board of Directors The INWIT Shareholders’ Agreement provides that the INWIT Board will be constituted in accordance with INWIT’s bylaws and must have an equal number of directors designated (“Designated Directors”) by each INWIT Shareholder. The INWIT Board is composed of 13 members, of which five were designated by Telecom Italia and five were designated by VEBV with effect from March 31, 2020 (the INWIT Board on March 31, 2020, the “Original INWIT Board”). One of each of Telecom Italia’s and VEBV’s Designated Directors is independent under applicable law and regulations. The Original INWIT Board’s tenure expires on the date that INWIT’s financial statements for the twelve months ending December 31, 2022 are approved; however, under the INWIT Shareholders’ Agreement, at least three of each parties’ Designated Directors will

199 resign with effect from December 31, 2022, after which date a new INWIT Board will be appointed on the basis of the INWIT Shareholders’ Agreement and INWIT’s bylaws. The current INWIT chief executive officer and the chairman of the INWIT Board were reappointed and appointed, respectively, on the effective date of the INWIT Shareholders’ Agreement. The chief executive officer’s tenure may be revoked by the joint agreement of the INWIT Shareholders. Under the terms of the INWIT Shareholders’ Agreement, in the event that any chief executive officer or chairman leaves office before the end of the Original INWIT Board’s tenure, the INWIT Shareholders will discuss the appointment of a new chief executive officer or chairman (as applicable) in good faith and evaluate whether to re-appoint the person who has left the respective office. If the INWIT Shareholders cannot agree on the new chief executive officer, the person will be selected from Telecom Italia SPV’s Designated Directors provided that the replacement is a person other than the one being replaced. If the INWIT Shareholders cannot agree on the new chairman, the person will be selected from CTHC’s Designated Directors provided that the replacement is a person other than the one to be replaced. If any Designated Director leaves office before the expiry of the Original INWIT Board, the INWIT Shareholders will replace such Designated Director promptly with a new Designated Director with the same roles and powers. The INWIT Shareholders have agreed that no meeting of the INWIT Board, except for those necessary to comply with applicable law or agreements to which INWIT is a party, will be held between the date that the Designated Director leaves office and the appointment of the new Designated Director, and that the INWIT Board may not discuss or take a decision on matters subject to qualified majorities as provided for in INWIT’s bylaws before such Designated Directors’ replacement. Upon the expiry of the Original INWIT Board, the INWIT Shareholders will appoint a new INWIT Board in the manner described above, composed of at least ten directors, to remain in office until the date of approval of INWIT’s financial statements for the twelve months ending December 31, 2025. Following the appointment of the new INWIT Board, Telecom Italia SPV and CTHC will discuss in good faith the appointment of a new chief executive officer and a new chairman and evaluate whether to reappoint the previous chief executive officer and chairman. In the absence of an agreement, the new chief executive officer will be selected from CTHC’s Designated Directors and the new chairman will be selected from Telecom Italia SPV’s Designated Directors. This provision will continue to apply following the replacement of the chief executive officer and the chairman for subsequent replacements. The chief executive officer and the chairman cannot be designated by the same INWIT Shareholder (unless agreed in writing between the INWIT Shareholders) and the chairman cannot be appointed by the INWIT Shareholders’ meeting. Each of Telecom Italia SPV and CTHC may request the revocation of one or more Designated Director(s). The other INWIT Shareholder will take all necessary action to enable the revocation as soon as possible after receipt of notice and will consent to a replacement director designated by the requesting shareholder pursuant to the applicable provisions of INWIT’s bylaws.

16.21.1.2.2 Internal Committees Subject to compliance with applicable laws, regulations and corporate governance practices, the INWIT Shareholders are required to ensure that the Designated Directors are adequately represented in INWIT’s internal committees (such as the related parties committee, the control and risk committee and the appointments and remuneration committee) on an overall basis, and that there is a balanced participation between Telecom Italia SPV’s Designated Directors and CTHC’s Designated Directors.

16.21.1.2.3 Board of Statutory Auditors In the event that an INWIT Shareholders’ meeting is called to appoint a new board of statutory auditors, the INWIT Shareholders will submit a joint list of three candidates comprised of one candidate designated by each of CTHC and Telecom Italia SPV (two total) and one jointly designated candidate, and will vote in favor of that list. If the INWIT Shareholders cannot agree on a third candidate, the INWIT Shareholder who has not designated the INWIT chief executive officer at the time the joint list is submitted will select the third candidate.

16.21.1.2.4 Key Managers Telecom Italia and VEBV agreed the INWIT organizational chart implemented on March 31, 2020, including the chief financial officer who was selected by VEBV (“Key Managers”). If a Key Manager terminates their employment with INWIT, the replacement of such Key Manager will occur in line with best

200 practices applicable to listed companies. Any decision concerning the dismissal of a Key Manager (other than the chief financial officer) or the hiring of a new person to fill the vacant position of a Key Manager (other than the chief financial officer) requires that the chief executive officer consults with the chairman. CTHC designates the chief financial officer until the expiry of the Original INWIT Board. If the chief financial officer is dismissed or terminated, Telecom Italia SPV and CTHC will discuss in good faith the appointment of a new chief financial officer in line with best practices. In the absence of an agreement between Telecom Italia SPV and CTHC, the new chief financial officer will be designated by CTHC, provided that the new chief financial officer is not the same as the chief financial officer being replaced. When the term of the Original INWIT Board expires, if the chief financial officer is dismissed or terminated the parties will follow the same procedures; however, in the absence of an agreement, the new chief financial officer will be designated by Telecom Italia SPV, provided that the new chief financial officer is not the same as the chief financial officer being replaced.

16.21.1.2.5 Direction and Coordination For the duration of the INWIT Shareholders’ Agreement, each INWIT Shareholder has undertaken not to carry out, whether jointly or severally, any direction or coordination activity in relation to INWIT.

16.21.1.2.6 Prior Consultation For the duration of the INWIT Shareholders’ Agreement, the INWIT Shareholders have agreed to consult with each other in good faith and agree a common approach where feasible on all shareholder meeting agenda items in advance of such meeting. However, each INWIT Shareholder remains free to exercise their voting rights during shareholder meetings.

16.21.1.2.7 Resolution of Deadlocks at Shareholders’ Meetings In the event that the qualified majority required by INWIT’s bylaws for the adoption of decisions on certain matters is not reached at two consecutive INWIT shareholders’ meetings, subject to notice, the INWIT Shareholders will establish a committee composed of two representatives to resolve such deadlock, whose decisions are only binding if agreed in writing.

16.21.1.2.8 Dividend Policy Subject to the prior decision of INWIT’s Board, which will take into account, inter alia, INWIT’s business plan, growth expectations and cash generation, rating considerations and available strategic options, the INWIT Shareholders’ Agreement provides that: (i) INWIT’s objective is to distribute an annual dividend corresponding to at least 80% of the net profits resulting from the regularly approved financial statements for the reference year, adjusted for one-off and extraordinary items; (ii) INWIT’s initial financial leverage should not exceed 6.0 times net financial debt divided by EBITDA as calculated based on INWIT’s most recent information made public in the last twelve months, excluding non-recurring items, subject to the achievement of an acceptable credit rating, and noting that the financial leverage will be reduced in the future to obtain a medium-term financial leverage in line with the capital structure of other listed companies operating in the same sector as INWIT and taking into account INWIT’s cash generation profile; and (iii) INWIT will regularly review its financial leverage in order to optimize its capital structure, subject to the same considerations that govern INWIT’s distribution policy. See “16.4.5 INWIT” for a description of the current dividend policy set out by the INWIT Board.

16.21.1.2.9 Lock-Up For the duration of the INWIT Shareholders’ Agreement, the INWIT Shareholders have agreed not to transfer, in whole or in part, their respective shareholdings in INWIT, and each right deriving from such shareholdings, except: (i) pursuant to a public third-party tender or exchange offer that would allow each INWIT Shareholder to withdraw from the INWIT Shareholders’ Agreement; (ii) in the case of INWIT Shareholders’ Rights and Financial Instruments (as defined below) with the prior written consent of the other INWIT Shareholder; and (iii) where transferring the entire shareholding, including all rights connected to it, to an affiliate, provided that: (a) the transferee adheres in advance and in writing to the INWIT Shareholders’ Agreement and undertakes the rights and obligations applicable to the transferring INWIT Shareholder while such INWIT Shareholder remains jointly and severally liable with the authorized transferee for the fulfilment of all of the obligations arising from the INWIT Shareholders’ Agreement; and

201 (b) the transferee is expressly obliged to transfer the shareholding back to the transferring INWIT Shareholder if the transferee loses its affiliate status. On June 24, 2020, Telecom Italia and VEBV amended the lock-up provisions of the INWIT Shareholders’ Agreement to permit certain transfers of ownership, including, the transfer by either party of their INWIT Shareholders’ Rights and Financial Instruments to an authorized transferee and Telecom Italia’s transfer of its shareholding to a special purpose vehicle administered by Telecom Italia and Impulse I Sàrl pursuant to a deed of adherence to the INWIT Shareholders’ Agreement under which Telecom Italia remained party to the agreement and being jointly and severally liable for the performance of its obligations with its special purpose vehicle. The amendments also allow CTHC to transfer its INWIT Shareholders’ Rights and Financial Instruments to third parties as long as it holds, directly or indirectly, at least 25.1% of INWIT’s voting shares, with Telecom Italia SPV having a reciprocal right, starting from the day which is 90 days after the completion of a transaction reducing CTHC’s shareholding to 25.1% of INWIT’s voting shares, to transfer their INWIT Shareholders’ Rights and Financial Instruments as long as they retain at least 25.1% of INWIT’s voting shares. On November 19, 2020, CTHC assumed the obligation towards VEBV (and also for the benefit of Telecom Italia (and Telecom Italia SPV)) to transfer its shareholding in INWIT to VEBV in the event CTHC ceases to be an affiliate of VEBV (unless otherwise agreed at such time). “Rights and Financial Instruments” means: (i) any share (including shares of different classes or shares with particular voting rights), any capital instrument, equity or financial instrument, warrant, option right, right of subscription or other financial instruments incorporating the right (also future and conditional) to subscribe, purchase, sell, any share or any of the above-mentioned financial instruments, even if not exercisable, and which has the effect of granting the right to contribute to the designation of the members of the management body; and (ii) any obligation, debt or other securities convertible into or exchangeable with the shares or other instruments referred to in (i) issued, convertible or non-convertible or exchangeable pursuant to (i), in any case issued from time to time by that person or any other right (contractual or statutory) in any of the foregoing.

16.21.1.2.10 Standstill For the duration of the INWIT Shareholders’ Agreement, Telecom Italia (on behalf of itself and its subsidiaries), Telecom Italia SPV, VEBV (on behalf of itself and its subsidiaries’ and controlling companies’, excluding the entities controlling Vodafone Group Plc) and CTHC have agreed: • not to purchase or undertake to purchase INWIT Shareholders’ Rights and Instruments, without the prior written consent of the other INWIT Shareholder; • not to discuss or negotiate with third parties the purchase of INWIT Shareholders’ Rights and Instruments, without the prior written consent of the other INWIT Shareholder; • to abstain from any act or conduct that involves the obligation to make a mandatory tender offer on INWIT Shareholders’ Rights and Instruments. Each INWIT Shareholder continues to have the right to subscribe their part of the option rights, with the exclusion of any unsubscribed part, of any capital increase resulting from any INWIT option right which is approved, to the extent such subscription does not involve an obligation to make a mandatory tender offer on INWIT Shareholders’ Rights and Instrument; and • not to purchase Rights and Financial Instruments in other tower companies, purchase companies active in tower company activities and/or directly or indirectly carry out tower company activities in Italy as long as INWIT remains under the joint control of the INWIT Shareholders. However, the INWIT Shareholders may invest in Passive Infrastructure owned at March 31, 2020, in any tower company activity permitted under the commercial arrangements negotiated between INWIT and Telecom Italia or INWIT and Vodafone Italy. The parties may also invest in Rights and Financial Instruments which do not represent more than 5% of the outstanding voting rights in a tower company operating in Italy and which do not afford the right to appoint members of the board of directors and/or of the management body of such company; and/or in businesses, companies or groups of companies, as the case may be, whose annual turnover from tower company activities in Italy is less than 20% of the entire annual turnover generated, respectively, by those purchased businesses, companies or groups of companies.

202 16.21.1.2.11 Resolution of Conflict between INWIT’s Bylaws and the INWIT Shareholders’ Agreement The INWIT Shareholders’ Agreement provides that, in the case of any conflict between the agreement and INWIT’s bylaws, the INWIT Shareholders’ Agreement prevails.

16.21.2 Cornerstone Shareholders’ Agreement On January 14, 2021, CTHC entered into a deed of adherence to the shareholders’ agreement relating to Cornerstone among O2 Cedar Limited, O2 Networks Limited (together with O2 Cedar Limited, the “TEF Cornerstone Shareholders”), Vodafone UK and Cornerstone dated January 7, 2021 (the “Cornerstone Shareholders’ Agreement,” and CTHC and the TEF Cornerstone Shareholders together, the “Cornerstone Shareholders”). Vodafone UK’s rights and obligations under the Cornerstone Shareholders’ Agreement terminated upon it ceasing to hold shares in Cornerstone. The board of directors of Cornerstone (the “Cornerstone Board”) comprises up to eight directors. Each Cornerstone Shareholder may nominate up to four directors (and four alternates). The TEF Cornerstone Shareholder and CTHC nominate the chair of the Cornerstone Board on a rotating basis. Resolutions must be approved by a majority of the directors nominated by each shareholder. Subject to applicable law, if a director believes that their fiduciary duties to Cornerstone conflict with their obligations to the Cornerstone Shareholder that nominated them, they may refer such decision to each Cornerstone Shareholder. Under the Cornerstone Shareholders’ Agreement, customary reserved matters must be approved by both Cornerstone Shareholders. Such matters include, amongst others, approval of the business plan and changes thereto, changes to dividend policy, certain amendments to, variations of, or consents or waivers under the Cornerstone MSAs with Vodafone UK and Telefónica UK, and the appointment of a new chief executive officer or chief financial officer. CTHC and Telefónica UK have buyback options in respect of Sites contributed to, or commissioned from, Cornerstone, if a Cornerstone Shareholder commits a material breach of the transfer restrictions under the Cornerstone Shareholders’ Agreement (which generally prohibit the sale of shares in Cornerstone to a mobile operator in the United Kingdom that is a competitor of Vodafone UK and Telefónica UK) or is subject to insolvency. These buyback options may be exercised at a price below fair market value in limited circumstances. Subject to compliance with applicable law and its capital policies, Cornerstone will distribute all unrestricted cash to the Cornerstone Shareholders expected to be by way of a dividend on a semi-annual basis. Cornerstone and the Cornerstone Shareholders have agreed to manage Cornerstone so as to not exceed a Net Financial Debt to Adjusted EBITDAaL ratio of 4.0x. The target leverage ratio will be reviewed semi-annually, and Cornerstone and the Cornerstone Shareholders have agreed to recapitalize or refinance Cornerstone if the leverage ratio is less than 3.5x and is expected to remain less than 3.5x for the following 12 months.

16.21.3 Vodafone Investments Facility On November 20, 2020, the Company entered into a loan facility agreement with Vodafone Investments (the “Vodafone Investments Facility”) for general corporate purposes. The Vodafone Investments Facility has a total commitment of EUR 3 billion, with the option to increase this amount by up to EUR 50 million. The facility has a one-year term with a one-year extension. The annual interest rate on loans made under the Vodafone Investments Facility is calculated based on the one-month percentage rate per annum of the offered quotation for deposits in Euros determined by the Banking Federation of the European Union plus an agreed margin. Interest is charged on a monthly basis. The Company pays a quarterly commitment fee on the unused and uncancelled amount of the facility. The Vodafone Investments Facility contains customary restrictions, and events of default. The occurrence of an event of default could result in the acceleration of payment obligations and other consequences under the facility. On December 17, 2020, the Company drew down approximately EUR 2.3 billion under the Vodafone Investments Facility. As of the date of this prospectus, approximately EUR 2.3 billion was outstanding under the Vodafone Investments Facility.

16.21.4 Senior Facilities On February 12, 2021, the Company entered into a facilities agreement with Bank of America Europe Designated Activity Company, BNP Paribas S.A. Niederlassung Deutschland, Citibank, N.A., London Branch, Deutsche Bank Luxembourg S.A., Landesbank Baden-Württemberg and Sumitomo Mitsui Banking Corporation

203 acting as arrangers, bookrunners and lenders. Bank of America Europe Designated Activity Company is also acting as coordinator and agent. The agreement provides for a EUR 2.4 billion senior unsecured term loan facility and a EUR 300 million senior unsecured revolving credit facility.

16.21.4.1 Term Loan Facility The Term Loan Facility has a total commitment of up to EUR 2.4 billion and is available for utilization until one month after the Listing Date. The Term Loan Facility must be repaid upon its termination on February 12, 2024. The proceeds of the Term Loan Facility are to be used to refinance certain financial indebtedness owed by the Company to its affiliates and to pay fees, costs and expenses in connection with the financing. The annual interest rate on loans made under the Term Loan Facility is calculated based on EURIBOR plus an applicable margin. The Term Loan Facility contains customary fees, change of control events, restrictions and events of default. The occurrence of an event of default could result in the acceleration of payment obligations and other consequences under the Term Loan Facility. As of the date of this prospectus, the Term Loan Facility was undrawn.

16.21.4.2 Revolving Credit Facility The Revolving Credit Facility has a borrowing availability of up to EUR 300 million available immediately and a term of three years, subject to two twelve-month extensions. The proceeds of the Revolving Credit Facility are to be used for general corporate purposes. The interest rate on loans made under the Revolving Credit Facility is calculated based on EURIBOR plus an applicable margin. The Revolving Credit Facility contains customary fees, change of control events, restrictions and events of default. The occurrence of an event of default could result in the acceleration of payment obligations and other consequences under the Revolving Credit Facility. As of the date of this Prospectus, the Revolving Credit Facility was undrawn.

16.21.5 Long-Term Services Agreements For information on the Long-Term Services Agreements, see “17.1.5 Long-Term Services Agreements.”

16.21.6 Portfolio Management Agreements For information on the Portfolio Management Agreements, see “17.1.6 Portfolio Management Agreements.”

16.21.7 Procurement Agreements For information on the Procurement Agreements, see “17.1.7 Procurement Agreements.”

16.21.8 Support Agreements For information on the Support Agreements, see “17.1.8 Support Agreements.”

204 17 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS In accordance with IAS 24, transactions with persons or companies that are, inter alia, members of the same group as a company or that are in control of or controlled by a company must be disclosed unless they are already included as consolidated entities in a company’s consolidated financial statements. Control exists if a shareholder owns more than one half of the voting rights in a company or, by virtue of an agreement, has the power to control the financial and operating policies of a company’s management. The disclosure requirements under IAS 24 also extend to transactions with associated companies (including joint ventures) as well as transactions with persons who have significant influence on a company’s financial and operating policies, including close family members and intermediate entities. This includes the members of the Management Board and Supervisory Board and close members of their families, as well as those entities over which the members of the Management Board and Supervisory Board or their close family members are able to exercise a significant influence or in which they hold a significant share of the voting rights. Set forth below are details of such transactions with related parties as of and for the six months ended September 30, 2020 and as of and for the three months ended December 31, 2020 and for the current financial year up to and including the date of this Prospectus. Further information on related-party transactions, including quantitative amounts, are contained in the Notes to the Audited Six-Month Condensed Combined Interim Financial Statements and the Unaudited Three-Month Condensed Combined Interim Financial Statements, which are included elsewhere in the Prospectus. Business relationships between companies of the Group are not included.

17.1 Material Contracts between the Vantage Towers Group and the Vodafone Group 17.1.1 Relationship Agreement between the Company and Vodafone Group Plc On March 8, 2021, the Company and Vodafone Group Plc entered into the Relationship Agreement that governs certain general principles regarding the future relationship and cooperation between the Company and Vodafone Group Plc. While the Company will be a listed German stock corporation, it will remain part of the Vodafone Group as Vodafone Group Plc will indirectly hold the majority of the share capital of the Company. Therefore, among other things, the Company and Vodafone Group Plc have agreed to cooperate, align and collaborate on certain matters, including inter alia, (i) to allow Vodafone Group Plc or Vodafone Germany to prepare consolidated financial statements, capital markets prospectuses, tax reports, other mandatory reports, and budgets, (ii) for the purposes of performing Vodafone group audit activities or as is required for Vodafone group-wide reporting duties, (iii) to ensure compliance with applicable law, for example with reporting and capital markets related obligations, and (iv) to support Vodafone Group Plc’s or Vodafone Germany’s strategic and (re)financing planning. The collaboration obligations also extend to the alignment of the conduct of certain legal proceedings by the Company or a subsidiary of the Company, the implementation and alignment of accounting guidelines as well as of certain Vodafone Group policies (Konzernrichtlinien) and the policies of the Vantage Towers Group, external communication, risk management, crisis management, and corporate social responsibilities, and the collaboration between the control functions of the Company and Vodafone Group Plc. Under certain circumstances, Vodafone Group Plc’s external auditor or Vodafone Group Plc may consult with the external auditor of the Company or a subsidiary of the Company and request access to audit documents, or Vodafone Group Plc or Vodafone Germany may participate in certain meetings with tax authorities. The Company is permitted to request certain information regarding the Vodafone Group reasonably required for the Company or other members of the Group to comply with applicable laws, including, but not limited to, the rules of any national stock exchange. The Relationship Agreement has an initial fixed term of 24 years, (i.e., until March 7, 2045) and will be automatically renewed for further consecutive fixed terms of eight years each, unless one party terminates the Relationship Agreement no later than 12 months prior to the expiration of the respective term by giving written notice to the other party. The Relationship Agreement, except for certain limited provisions, terminates automatically if Vodafone Group Plc ceases to control the Company. The term “control” is defined in the Relationship Agreement and means the power to, directly or indirectly, cause the direction of the management and affairs of the Company. Furthermore, the Relationship Agreement may be terminated by either party if Vodafone Group Plc no longer accounts for the Company as an associated undertaking within its consolidated financial statements prepared under applicable law. Each party has the right to terminate the Relationship Agreement for good cause (aus wichtigem Grund), if the other party is in material breach of any of its material obligations under the Relationship Agreement and such breach is not cured by restitution in kind (Naturalrestitution) or, to the extent this is not possible, full

205 indemnification within 30 days of a written notice to the breaching party. In certain limited circumstances, Vantage Towers must indemnify Vodafone Group Plc for tax losses that result in a tax benefit to Vantage Towers caused by an intentional or negligent breach by Vantage Towers of its obligations under the agreement. Vodafone Group Plc shall have the right to terminate the Relationship Agreement if Vodafone Group Plc definitively decides not to pursue the Offering. Delivery of a termination notice in case of a termination for good cause to the other party shall take immediate effect unless such notice stipulates a notice period (Auslauffrist) of up to six months.

17.1.2 Vodafone MSAs In each of Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, the local Vantage Towers operating company has entered into a Vodafone MSA with the Vodafone Operator. The principal provisions of these Vodafone MSAs are set out below. However, the specific provisions of each agreement vary from country to country.

17.1.2.1 Duration Each Vodafone MSA has an initial term of eight years until November 2028 (the “Initial Term”), which automatically extends for three eight-year periods, unless, at the end of each term, the Vodafone Operator decides not to extend. Extension rights renew for all Sites within a particular jurisdiction or none of them (e.g., “all or nothing”). The Vodafone MSAs contain customary termination rights exercisable by either party for cause. In Greece, Vodafone Greece may terminate the MSA if Vantage Towers Greece materially breaches certain non-compete obligations and equal treatment obligations. A Vodafone Operator may also terminate a Vodafone MSA if a competitor of Vodafone acquires control of the Vantage Towers Group company that is party to the respective agreement in a transaction that, other than in Greece, takes place after Vodafone Group Plc has itself given up control of the subject Group company in a previous transaction (i.e., a Subsequent Change of Control).

17.1.2.2 Services Pursuant to the Vodafone MSAs, the Group companies provide the Vodafone Operators with the following services on all Legacy Sites and any BTS Sites: (i) hosting services; (ii) energy services; (iii) Site modification services; (iv) BTS services; (v) Site access and O&M services; and (vi) EMF services (other than in Greece), which are optional (together, the “Vodafone MSA Services”). The Group companies are also generally permitted to offer similar services to other MNOs on the Sites. Unless agreed otherwise, the Vodafone MSA Services exclude: (i) the Vodafone Operator’s EMF compliance obligations; (ii) maintaining the Active Equipment; (iii) health, safety and environment accountability for the Active Equipment; and (iv) installing, commissioning and decommissioning the Active Equipment.

17.1.2.3 Charges The consideration paid by Vodafone to Vantage Towers under the Vodafone MSAs comprises service charges, energy charges and certain non-recurring payments (including recharged capital expenditure) that the Vodafone Operators are required to pay the Group companies in respect of each Site. The service charges include base service charges and additional service charges. Base service charges are charged for hosting services, O&M services and, where provided, EMF services. The base service charges and additional service charges discussed below are increased annually. For the annual increases during the first two Contract Years (as defined in the glossary), see “16.7.1 The Vodafone Group.” Thereafter, the charges will increase annually by reference to an agreed CPI. The CPI typically has a floor of 0% (other than in Germany where the floor is negative 2% to comply with legal requirements) and a cap of 2% (other than Hungary where the cap is 3%). In Greece, the base service charges are adjusted by the agreed CPI on April 1, 2021 and each April 1 thereafter. There is also a lease recovery charge if ground lease costs increase above certain thresholds. If a tenancy is added to a Site, the Vodafone Operator receives an additional tenant discount to its base service charge unless the tenant was colocating on the Site at the effective date of the Vodafone MSA and is installing more Active Equipment or renewing its Site agreement. Other than in Greece (where the discount does not apply) and within certain Central and Eastern European markets (where the discount is lower), the additional tenant discount is 15% of the original anchor fee on a Site. The discount does not apply to Vodafone’s “white spot” partners sharing on German “white spot” Sites or to additional active sharing counterparties on any Site.

206 Additional service charges include, amongst others, charges payable on Strategic Sites (if applicable) and Critical Sites as well as Sites on which the Vodafone Operator engages in active sharing. The Active sharing charges do not apply to certain types of active sharing. The Vodafone Operator typically pays Active Energy charges in respect of its Active Equipment on the basis of an estimated model if the Sites do not have sub-meters. After sub-meters are installed, the Vodafone Operator will pay Active Energy charges on the basis of the metered amount of energy they consume. In respect of Passive Infrastructure-related energy costs, the Vodafone Operator pays a fixed rate, which is subject to periodic review. The Vodafone Operator pays certain non-recurring charges under the Vodafone MSAs, including recharged capital expenditure related to the modification of any Sites up to standard configuration. Standard configuration is a standard technology-agnostic configuration designed to accommodate a typical radio system. Standard configuration includes elements such as floor space occupied on the Site, weight of remote radio units, antenna positions and antenna size, microwave dish diameter, power consumption and EMF output. Unless otherwise agreed, the Group company bears the capital expenditure cost of any Site modifications, although for upgrades beyond the standard configuration the Group recoups its costs through additional loading charges.

17.1.2.4 Maintenance Obligations The Group company must perform a range of routine maintenance activities so as to ensure that each Site is kept in good working order.

17.1.2.5 Site Space Each Vodafone Operator has space reserved for it on the Sites subject to its respective Vodafone MSA. Reserved space may generally be offered to other customers if the Vodafone Operator does not use it, subject to certain conditions. In addition to its reserved space, the Vodafone Operator may request further space for additional Active Equipment. Unless otherwise agreed, the Group company must make any Site modifications to accommodate a Vodafone Operator’s request, where feasible, although the Vodafone Operator must reimburse the Group company or pay loading charges depending on whether the Site modification is within or outside of standard configuration. See “17.1.2.3 Charges” above.

17.1.2.6 BTS Site Commitment and Deployment of BTS Sites Under the Vodafone MSAs, Vodafone has committed to contract for the construction of approximately 6,600 new BTS Sites in Germany, Spain and Other European Markets between April 1, 2021 and March 31, 2026. Up to 10% of these new BTS Sites can be deferred for a period of twelve months after the twelve months ending March 31, 2026. In Greece, Vodafone has committed to contract for the construction of 250 new BTS Sites between November 17, 2020 and November 16, 2025. The charges on standard configuration Sites constructed pursuant to the Vodafone BTS Commitment are in line with the charges for standard configuration Sites, and have built-in adjustments if the capital expenditure for building the Sites exceeds certain thresholds. In Greece, certain types of Sites have alternative pricing terms. The Vodafone Operator may from time to time request that the Group company deploys additional BTS Sites. Upon agreeing a request, the Group company must obtain the necessary approvals and complete the deployment of the Site within the agreed time period.

17.1.2.7 Preferred Supplier Subject to certain exceptions in Greece, each Vodafone MSA grants the Group company a right of first offer when a Vodafone Operator seeks to deploy Sites over and above the Vodafone BTS Commitment, subject to customary exclusions, making the Group a preferred supplier for Vodafone. The pricing terms for such BTS Sites are to be agreed between the parties.

17.1.2.8 Site Exits The Vodafone Operator may, in each Contract Year, terminate up to 0.5% of the total number of Site agreements in effect at the beginning of that Contract Year (the “MSA Exit Allowance”) with at least six months’ written notice, subject to certain conditions. Any unused MSA Exit Allowance can generally be carried forward for two further years. If the Vodafone Operator terminates more Site agreements during a Contract Year than permitted, it is required to pay compensation to the Group. In addition to the MSA Exit Allowance, if a Vodafone MSA is extended after the end of its initial term, the local Vodafone Operator can typically

207 terminate up to 5% of the total number of Site agreements at Legacy Sites in effect as at the beginning of the final Contract Year of the Initial Term, typically increasing to 10% for the second and third terms, with effect at the end of the respective term. The Vodafone Operator bears all costs and expenses associated with removing the Vodafone Operator Equipment from any exited Site.

17.1.2.9 Strategic Sites Under the terms of the Vodafone MSAs, the Vodafone Operator may, subject to compliance with applicable law and a cap of 10% of the total Site portfolio in the respective market, designate any Site that is of strategic importance to it from a network management perspective as a Strategic Site. As of December 31, 2020, approximately 3% of the Group’s Sites were designated as Strategic Sites. On Strategic Sites, the Group company is required to obtain the Vodafone Operator’s prior written consent before allowing any third party to install equipment or use any available space, unless, in either case a third party already has equipment installed or has a binding contractual right to install additional equipment. Vantage Towers receives a premium of 20% to 30% on Strategic Sites.

17.1.2.10 Critical Sites The Vodafone Operator may also designate any Site, including a Strategic Site, as a Critical Site. Critical Sites are typically subject to a cap of 10% of the total Site portfolio in the market, unless otherwise agreed. On Critical Sites, the Vodafone Operator pays a premium for the Group company to meet higher service levels. For the avoidance of doubt, a Site being designated as a Critical Site does not impact Vantage Towers’ ability to sell space on the Critical Site to other customers.

17.1.2.11 Active Sharing Arrangements The Vodafone MSAs in Spain, Portugal, Greece and Romania detail the interaction between the Vodafone MSA terms and Vodafone’s Active Sharing Arrangements with other MNOs in these markets. In Spain and Portugal, the Vodafone Operator is permitted a fixed number of Site exits in connection with the Active Sharing Arrangements which will not count towards the MSA Exit Allowance described above and will not reduce revenues. Active sharing charges apply to Vodafone Operators in these markets where their active sharing partner is sharing on a Site.

17.1.2.12 Enhanced Cooperation If certain events arise (e.g., the Group company commits certain material breaches of the Vodafone MSA), the Group company is given a period (the “Remedy Period”) to remedy the issue. There is no Remedy Period for breaches of equal treatment in Greece. During the Remedy Period, the Vodafone Operator has the right to access additional information and interact with Vantage Towers personnel in relation to the issue. After the Remedy Period, the Vodafone Operator has the right to engage a third-party subcontractor to implement a remediation plan within a fixed period.

17.1.2.13 Liability Under the terms of each Vodafone MSA, the Vodafone Operator’s and the Group Company’s maximum liability in any Contract Year arising out of or in connection with a Vodafone MSA or all ISAs is capped at amounts that the Company believes are customary for contracts of this nature.

17.1.2.14 Governance Each Vodafone MSA provides for the appointment of one commercial panel and up to two operational panels, which meet regularly to resolve operational and commercial issues, and a Joint Executive Committee, which is responsible for the maintenance of a constructive and strategic relationship between the parties. The Joint Executive Committee consists of strategy/commercial, finance, technology, and legal representatives of Vodafone and the Company. The Joint Executive Committee is also the final escalation point for disputes between the governance committees and provides an opportunity for an overall review of the Group’s performance. If a dispute arises between the Group company and the Vodafone Operator in respect of a Vodafone MSA, the matter must be escalated first to relationship managers of each party, then to the commercial or operational panels (as appropriate), then to the Joint Executive Committee. If the matter is not resolved after following this

208 procedure, the parties may refer the dispute to the respective chief executive officers of Vantage Towers AG and Vodafone Group Plc (in Greece the dispute is first escalated to the chief executive officers of Vodafone Greece and Vantage Towers Greece before this final escalation stage). If no agreement is reached at this stage, then the dispute must be referred to arbitration.

17.1.3 MSA between Cornerstone and Vodafone UK Effective January 1, 2021, Cornerstone and Vodafone UK entered into an MSA pursuant to which Cornerstone will provide certain services to Vodafone UK. The key terms of the MSA are materially consistent with the key terms of the Vodafone MSAs and include: • Duration: The MSA’s initial eight-year term runs until January 2029 with renewal rights for each subsequent eight-year period on a materially “all-or-nothing” basis. • Services: Cornerstone’s services include the day-to-day management of agreements with third-party Site providers on behalf of Vodafone UK. • Charges: The base service charges are increased annually by reference to an agreed CPI with a cap of 3% and a floor of 0%. Charges for the 12 months ending March 31, 2022 will reflect a 1% increase over the charges for the prior year. In order to reflect the cost of upgrades and the utilization of more physical space, Cornerstone is compensated for Sites on which Vodafone UK and Telefónica UK unwind an active sharing tenancy at an amount that equates to a premium of approximately 40% on an existing Site. Active sharing premiums are not applied for active sharing between Vodafone UK and Telefónica UK. • BTS Site Commitment and Deployment of BTS Sites: Vodafone UK has jointly committed with Telefónica UK to commission approximately 1,200 Macro Sites by April 1, 2025. • Strategic Sites: Vodafone UK may designate up to 500 Sites as Strategic Sites.

17.1.4 Cornerstone Passive Sharing Agreement Effective January 1, 2021, Vodafone UK, Telefónica UK and Cornerstone entered into a passive sharing agreement (the “Cornerstone Passive Sharing Agreement”) in order to terminate the previous MSAs between the parties, set out the basis on which Cornerstone’s new MSAs with Vodafone UK and Telefónica UK had been entered into, and agree certain other commercial and governance principles for the commercial relationships between and amongst the parties. In support of this purpose, the Cornerstone Passive Sharing Agreement provides for certain equal treatment arrangements between the parties, a material breach of which can trigger a termination right for the affected operator under its MSA. The Passive Sharing Agreement also provides for asset transfer in respect of the Sites Vodafone UK and Telefónica UK contributed to, or commissioned from, Cornerstone, in the event of an MSA termination right arising from a material breach by Cornerstone of its obligations under the MSA with either MNO. This transfer may be exercised at a price that is below market value.

17.1.5 Long-Term Services Agreements In each of Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, a Vodafone Operator has entered into a Long-Term Services Agreement with the local Group operating company. Pursuant to the Long-Term Services Agreements, the parties may each act as service provider and provide, or procure the provision of, certain long-term services (the “Long-Term Services”) to the other party (and, in the case of the Vodafone Operator as service provider, provide, or procure the provision of services to any subsidiary of the Group entity on the relevant commencement date of the respective Long-Term Services Agreement). The principal provisions of the Long-Term Services Agreements are set out below; however, the specific provisions of each agreement vary from country to country. In Greece, both Long-Term Services and certain transitional services are provided under the Long-Term Services Agreements. The disclosures for the Long-Term Services Agreements for Greece relate to the Long-Term Services.

17.1.5.1 Duration 17.1.5.1.1 Agreement Duration Each Long-Term Services Agreement terminates when the last Long-Term Service under the respective agreement expires or is terminated. Notwithstanding this, a Long-Term Services Agreement will also terminate if the Vodafone MSA between the parties to the respective Long-Term Services Agreement is terminated. In the

209 event that a Vodafone MSA is terminated, the parties to the corresponding Long-Term Services Agreement may agree to continue to provide certain services during the Exit Period if such services cannot be transferred to a new operator prior to the start of the Exit Period. In this case, the Long-Term Services Agreement will continue until the last Exit Period service terminates. The Long-Term Services Agreements contain termination rights for cause (e.g., insolvency and material breach (which, in the case of the service provider, includes non-payment of service charges)). Other than in Greece, the Vodafone Operator may also terminate a Long-Term Services Agreement with immediate effect upon a Subsequent Change of Control.

17.1.5.1.2 Service-Specific Durations Under the terms of the Long-Term Services Agreements, each Long-Term Service has a service-specific initial term that ranges for periods of up to nine years. Unless otherwise specified, the initial service term for each Long-Term Service automatically renews for successive periods of twelve months each unless the service recipient gives notice of non-renewal or the Long-Term Service is otherwise terminated. In the event that a Long-Term Service is due to expire and the service recipient demonstrates that the transfer of such service to a new operator will not be completed by the expiry of the service term as a result of the service provider not fulfilling its transfer obligations under the agreement, then the service term may be extended for a reasonable period of time (taking into account the extent of the migration failure and its impact on the transfer of the service), such period to be no longer than the minimum amount of time needed by the service recipient to recover the delay. The service recipient may terminate a Long-Term Service before the end of its initial service term (unless otherwise specified), subject to complying with the relevant service-specific notice period and paying any stranded costs of the service provider which cannot be avoided or mitigated (as applicable). The service provider may terminate a Long-Term Service before the end of its term as long as it gives twelve months’ notice and such termination can only become effective five years after the relevant commencement date of the respective Long-Term Services Agreement. In Greece, the service provider can terminate on twelve months’ notice provided that any such termination will be effective no earlier than the expiry of the initial service term (being three years from the relevant service commencement date). If a service provider provides a service recipient with an IT system or software as part of a Long-Term Service and the service provider subsequently decommissions the IT system or software such that the service provider’s group discontinues the use of such IT system or software for their own purposes, the Long-Term Services Agreement provides mechanisms under which alternative arrangements can be put in place to continue the provision of the affected Long-Term Service (including the replacement of the discontinued IT with any replacement system or software (where applicable) at the cost of the service provider). The parties will agree a transfer plan to migrate the Long-Term Services to a new operator by the end of the service term (initial service term plus any extensions). Without prejudice to the obligation to carry out the transfer plan, the service provider shall give any reasonable assistance necessary for the transfer of each Long- Term Service. Each party is responsible for their own migration costs except in the event that the Long-Term Services Agreement is terminated for fault (or the corresponding Vodafone MSA is terminated for fault), in which case the party at fault must reimburse the other party for its costs related to the transfer. Any disagreements regarding the transfer plan may be escalated for review by the services panel or the commercial panel under the Vodafone MSA governance arrangements.

17.1.5.2 Services Under each Long-Term Services Agreement, • the Vodafone Operator provides one or more services which may include, but are not limited to: (i) O&M field services (other than in Greece where Victus provides or procures O&M field services); (ii) supply chain management, including supporting VPC procurement activities with ad- hoc support from local supply chain management teams in areas such as business partnering and contract/demand management, and providing project support; (iii) IT services; (iv) HR services; (v) workplace services, including associated facility services, cleaning and maintenance and utilities; (vi) employee relations and (vii) certain legal and finance services. O&M field services may include external services that are provided by third-party service providers and also the internal services provided by the Vodafone Group operating company managing the provision of the third-party services. External O&M field services may consist of network monitoring, ticket creation and tracking, preventative maintenance, infrastructure care and repair, corrective maintenance and access management (other than in relation to Romania, where such services are provided by Vodafone

210 Romania). Internal O&M field services may comprise performance and interaction management (e.g., evaluation of key performance figures, monitoring and liaising with third parties), aligning capacity demands with partner capacity, contract and commercial management, ensuring operational readiness amongst third-party partners and engaging with field service partners to develop strategies and policies and to assess capabilities and initiate improvements. IT services may include operational and business support systems (e.g., IT systems, licensing, lifecycle management and operational support), onsite service support (e.g., hardware use and replacement) and IT service desk and system hotlines, including providing a single point of contact for IT services, first line IT support services and incident management; and • not every Group company that is party to a Long-Term Services Agreement provides services to the Vodafone Operator under the agreement. If the Group company does provide services to the Vodafone Operator, these may include, but are not limited to: (i) managing certain third-party service providers; and (ii) managing the life cycle of power and cooling equipment on certain indoor Sites. In Greece, Vantage Towers provides Vodafone with services relating to the deployment and civil works on Sites outside of the scope of the demerger from Vodafone and licensing services for Sites within the scope of the Greek Vodafone MSA. The Long-Term Services may include services that are provided by third parties pursuant to third-party service agreements, or services which require third-party consents. The service provider is exclusively responsible for managing the relationships with its third-party service providers. In the event of any disruption to third-party services, the Long-Term Services Agreements provide mechanisms under which alternative arrangements can be put in place for the continued provision of the relevant service. If the service provider asks to sub-contract to a third-party service provider a Long-Term Service for which a sub-contractor was not previously used to provide such service (as at the relevant commencement date of the respective Long-Term Services Agreement), the service recipient has the option of requesting that the service provider assist it in directly engaging such third party to perform the services, subject to certain conditions. Generally, under the terms of the Long-Term Services Agreements, the service provider must ensure that the Long-Term Services (other than certain critical services and third-party services to which service levels apply) are provided to the standard to which, on average, such service or an equivalent activity was undertaken during the twelve months prior to the relevant commencement date of the respective Long-Term Services Agreement. Critical Services (being those services specified as being critical in the Long-Term Services Agreement along with corresponding service levels) and third-party services to which service levels apply must meet the prescribed service levels. In both cases the service provider must ensure that it has procedures in place to monitor the quality of such services and report on them to the service recipient on a monthly or other agreed basis. If Critical Services or third-party services do not meet the applicable service levels and such failure has, or would reasonably be expected to have, material detrimental effect on the ability of the service recipient to benefit from such service, the Long-Term Services Agreements provide for a process to remedy such failures and allocate costs for any remediation.

17.1.5.3 Charges Service-specific charges are payable in respect of each Long-Term Service. Except in Greece, at the request of the service recipient, an initial review of the service charges may be conducted within a prescribed period after the Commencement Date to determine if the service recipient (acting reasonably) does not require one or more of the Long-Term Services to support the ongoing operation of its business (and can therefore terminate one or more of them) or if any service charges need to be changed. In all jurisdictions, service charges are reviewed annually (on request of either party) to determine if changes are required based on changes in the costs to the service provider. The service provider may request a further review once a year in the event of increases in third-party costs and the service recipient may request a further review once a year in the event of decrease in such costs.

17.1.5.4 Governance The performance of the Long-Term Services is coordinated and monitored by the four governance committees that administer the Vodafone MSAs. In addition, three temporary/transitional panels have been constituted to administer services rendered under the Long-Term Services Agreements and meet on a monthly basis:

211 • the TSA Transition Panel, which reviews the status of recruitment, reviews and approves the use of full time Vodafone Group employees and agrees the support required to facilitate the migration of the Long-Term Services. The TSA Transition Panel consists of two representatives from the Vodafone Group and three representatives from the Group; • the Third-Party Services Review Panel, which is responsible, inter alia, for reviewing the performance of third-party suppliers on the basis of service levels, high-priority tickets and stock levels, and discussing and preparing recommendations on negotiations with third-party service providers. The Third-Party Services Review Panel is comprised of representatives from the Vodafone Group’s vendor management team and the Group’s infrastructure team; and • the TIMS/EVO Panel, which monitors the status of TIMS and EVO implementation and agrees timelines and project budgets. The panel is comprised of three representatives from the Vodafone Group and two from the Group. In Greece, this structure is slightly different in that there are three governance committees and one transitional panel. If a dispute arises between the parties in relation to a Long-Term Services Agreement, a relationship manager from each party will meet to discuss the dispute. If the dispute is not resolved, or cannot in the judgment of the relationship managers be resolved, it can be referred to the TSA Transition Panel. From here, a dispute can be referred to the Third-Party Services Review Panel or the commercial panel under the Vodafone MSA governance arrangements (depending on the nature of the dispute). If a dispute is not resolved at the Third-Party Services Review Panel, it can be referred to panels established by the Vodafone MSAs. If the matter remains unresolved, the parties can refer the dispute to the chief executive officer of the Vodafone Group and the chief executive officer of the Group. The parties may agree to refer an unresolved dispute to any panel or committee without referring the dispute to each panel or committee in the order outlined above. If no agreement is reached, then the dispute is referred to arbitration. Disputes related to the arithmetical calculation of service charges, the cost of changing the agreements or any other matter that the parties agree requires expert determination may be referred directly to the Joint Executive Committee, which may refer such disputes for expert determination.

17.1.6 Portfolio Management Agreements The Portfolio Management Agreements (i.e., the Czech PMA and the Romanian PMA) set out the services provided by Vantage Towers Czech Republic and Vantage Towers Romania to Vodafone Czech Republic and Vodafone Romania, respectively, in respect of the phase 2 Sites in these jurisdictions. The Portfolio Management Agreements are based on the terms of the corresponding Vodafone MSAs, with the principal differences being (i) changes in the scope of services to reflect that Vantage Towers Czech Republic and Vantage Towers Romania will be performing certain functions and managing the phase 2 Sites on behalf of the respective Vodafone Operators while legal title to those Sites remains with the Vodafone Operators and (ii) Vantage Towers will not be performing certain services at the phase 2 Sites under the terms of the Portfolio Management Agreements (e.g., BTS services, which will be performed on the terms of the applicable Vodafone MSA). The expiration date and termination rights of the Portfolio Management Agreements also differ from the corresponding Vodafone MSAs.

17.1.6.1 Czech PMA On September 1, 2020, Vantage Towers Czech Republic and Vodafone Czech Republic entered into the Czech PMA, a portfolio management agreement in respect of the Czech Consent Required Sites and the Passive Infrastructure thereon. The Czech PMA was subsequently amended on November 16, 2020. The Czech Republic demerger is taking place in two phases because the ground lease agreements relating to 1,948 Czech Consent Required Sites used in connection with Vodafone Czech Republic’s towers business contain restrictions on subletting to third parties, which meant that not all of the legal titles to Vodafone Czech Republic’s Sites could be transferred in a single phase. Under phase 1 of the Czech Republic demerger, Vodafone Czech Republic retained legal ownership of the Czech Consent Required Sites but transferred the entire economic activity associated with, and the right to exploit, the Czech Consent Required Sites, along with legal ownership of all other Sites to Vantage Towers Czech Republic. Subject to the terms and conditions of the Czech PMA, Vantage Towers Czech Republic will manage the Czech Consent Required Sites and the Passive Infrastructure thereon and will facilitate Vodafone Czech

212 Republic’s and other customers’ use of space on the Passive Infrastructure to install and operate their equipment for the purpose of operating telecommunications networks.

17.1.6.1.1 Duration The Czech PMA will remain in effect until Vodafone Czech Republic does not retain a property interest in the final remaining Czech Consent Required Site. Vodafone Czech Republic may terminate the Czech PMA if Vantage Towers Czech Republic is subject to an insolvency event. With respect to each individual Site, the Czech PMA expires when (i) Vodafone Czech Republic’s property interest has been transferred to Vantage Towers Czech Republic (or another member of the Group), or (ii) the ground lease agreement in respect of the property has either expired or been terminated and has not been renewed in the name of Vodafone Czech Republic. There is a general obligation under the Czech PMA for Vantage Towers Czech Republic to use reasonable endeavors to obtain consent for subletting at the Czech Consent Required Sites before the second demerger. From the date that Vodafone Czech Republic’s property interest in a Czech Consent Required Site transfers to Vantage Towers Czech Republic (or another member of the Group), the Site will be subject to the terms of the Vodafone MSA between Vodafone Czech Republic and Vantage Towers Czech Republic (the “Vodafone Czech MSA”). Any Czech Consent Required Sites that do not receive landlord consent may need to continue to be owned by Vodafone Czech Republic and remain subject to the Czech PMA. Vodafone Czech Republic may terminate PMA Equipment Services (as defined below) in the event of a change of control or at the end of each eight-year period of the Czech PMA, up to 32 years. Subject to certain limitations, Vodafone Czech Republic may also remove its equipment from and terminate PMA Equipment Services at Czech Consent Required Sites during Site exit periods as part of an exit allowance regime that mirrors the MSA Exit Allowance. See “17.1.6.1.5 Certain Common Provisions with the Vodafone MSAs.” Under the Czech PMA, in the case of Czech Consent Required Sites during such exit periods Vantage Towers Czech Republic retains the option to continue to operate the Site and to seek landowner consent for its transfer. If the Vodafone Czech MSA is terminated by either party in accordance with its terms, PMA Equipment Services automatically terminate. The Czech PMA also contains customary termination rights for cause equivalent to those in the Vodafone Czech MSA. In connection with the Czech Republic demerger, Vantage Towers Czech Republic will use reasonable endeavors to procure the required consent of the landowners to permit subletting and so enable the transfer of the ground lease agreements relating to the Czech Consent Required Sites to Vantage Towers Czech Republic within a reasonable time in advance of the date of phase 2 of the Czech Republic demerger.

17.1.6.1.2 Services Vantage Towers Czech Republic provides the following services in respect of Passive Infrastructure located on the Czech Consent Required Sites: (i) space management; (ii) Site modifications; (iii) Site access management and O&M services; (iv) EMF management (at Vodafone Czech Republic’s option), ((i) to (iv) together, “PMA Equipment Services”); (v) energy management; (vi) other customer management services; and (vii) landowner management. Other customer management services consist of managing Vodafone Czech Republic’s agreements with other customers in respect of the Czech Consent Required Sites and the Passive Infrastructure thereon such that Vodafone Czech Republic fulfils its obligations to other customers while retaining space for Vodafone Czech Republic on the Sites. Other customer management services also include marketing the Sites, negotiating and agreeing contracts in respect of the Czech Consent Required Sites and the Passive Infrastructure thereon, invoicing customers and raising risks or issues regarding other customers to Vodafone Czech Republic. Landowner management services consist of managing agreements with landowners, including exercising rights under the agreements, managing disputes, reporting risks or issues to Vodafone Czech Republic, facilitating and arranging rent payment and executing the renegotiation strategy. Vodafone Czech Republic has granted Vantage Towers Czech Republic a power of attorney in relation to Vodafone Czech Republic’s relationships with other customers, landowners and energy providers to enable it to manage these relationships. Vodafone Czech Republic has retained defined rights with regard to its relationship with certain customers so that the terms of any new agreement negotiated by Vantage Towers Czech Republic with these customers on behalf of Vodafone Czech Republic will be on the then-current terms of the existing agreement between the relevant parties. As Vantage Towers Czech Republic will perform Vodafone Czech Republic’s obligations under certain customer and landowner contracts that remain with Vodafone Czech Republic, Vantage Towers Czech Republic will indemnify Vodafone Czech Republic against any third-party claims in respect of the Czech Consent Required Sites or the Passive Infrastructure thereon, except to the extent the claim results from Vodafone Czech Republic’s own failures.

213 Unless agreed otherwise, the PMA Equipment Services exclude the same services excluded under the Vodafone MSAs. Vantage Towers Czech Republic must perform the services so as to meet or exceed service levels on the same terms and subject to the same conditions as those in the Vodafone MSAs. See “17.1.2.2 Services.”

17.1.6.1.3 Charges and Payments The charges paid by Vodafone Czech Republic to Vantage Towers Czech Republic for services performed under the Czech PMA comprise the same charges administered under the Vodafone MSAs but include a small discount to reflect the fact that the Czech Consent Required Sites are still owned by Vodafone Czech Republic. See “17.1.2 Vodafone MSAs.” In addition, Vantage Towers Czech Republic is entitled to receive all of the revenue from other customers in respect of the Czech Consent Required Sites and the Passive Infrastructure thereon. As is the case under the Vodafone Czech MSA, until the earlier of the installation of sub-meters at the relevant Czech Consent Required Site and three years after the effective date of the Czech PMA, Vodafone Czech Republic pays Active Energy charges in respect of its active equipment on the basis of the interim estimated model. Thereafter, Active Energy charges are based on the long-term model, calculated according to actual usage. Under the Czech PMA, Vantage Towers Czech Republic is responsible for undertaking any upgrades, modifications or maintenance in respect of a Czech Consent Required Site; however, Vodafone Czech Republic will reimburse Vantage Towers Czech Republic for all capital expenditure related to Site modifications or deployment where it has been incurred in accordance with good industry practice. Vantage Towers Czech Republic is responsible for the monthly payment to Vodafone Czech Republic of an amount equal to the accrued monthly depreciation related to the Sites and the Passive Infrastructure. Vantage Towers Czech Republic is responsible for ensuring payment, from a bank account nominated by Vodafone Czech Republic, of any invoices received by Vodafone Czech Republic for amounts due to landowners, third parties in respect of rights of way and energy providers. Vantage Towers Czech Republic then arranges for this amount to be recharged from Vodafone Czech Republic to Vantage Towers Czech Republic.

17.1.6.1.4 Enhanced Cooperation Vodafone Czech Republic may exercise rights in certain circumstances and both parties are subject to the governance structure agreed between the Vodafone Group and the Vantage Towers Group. See “17.1.2.12 Enhanced Cooperation.”

17.1.6.1.5 Certain Common Provisions with the Vodafone MSAs Other than as set out above, and subject to amendments required to reflect the portfolio management agreement construct, the Czech PMA contains the same rights and obligations with regard to the following areas as those set out in the Vodafone MSAs: (i) Site space additions, modifications, upgrades requested by Vodafone Czech Republic; (ii) reserved Site space; (iii) active sharing; (iv) Site exits; (v) decommissioning; and (vi) Strategic and Critical Sites. See “17.1.2 Vodafone MSAs.” The caps on Strategic Sites and Critical Sites apply to the total numbers of Strategic Sites and Critical Sites, respectively, under both the Czech PMA and the Vodafone Czech MSA.

17.1.6.2 Romanian PMA On November 16, 2020, Vantage Towers Romania and Vodafone Romania entered into the Romanian PMA, a portfolio management agreement in respect of the Romania Registration Required Sites and the Passive Infrastructure thereon. The Romanian PMA was amended on December 7, 2020. The Romania demerger is taking place in two phases because the Romania Registration Required Assets require registration with the local land registry before they can be legally transferred to a third party, which meant that not all of the legal titles to Vodafone Romania’s GBTs and, consequently, the Sites where those assets are present, could be transferred in a single phase. Under phase 1 of the Romania demerger, Vodafone Romania retained the legal ownership of the Romania Registration Required Sites but transferred the entire economic activity, including the net economic benefits, associated with, and the right to exploit, the Romania Registration Required Sites along with legal ownership of all other Sites, to Vantage Towers Romania.

214 Subject to the terms and conditions of the Romanian PMA, Vantage Towers Romania will manage the Romania Registration Required Sites and the Passive Infrastructure thereon and will facilitate Vodafone Romania’s and other customers’ use of space on the Passive Infrastructure to install and operate their equipment for the purpose of operating telecommunications networks. The material terms of the Romanian PMA are the same as those of the Czech PMA set out above except: • Services: Other customer management services are provided for a specified and limited time period in respect of Vodafone Romania’s agreements with certain other MNOs. When requested by Vodafone Romania and agreed to by Vantage Towers Romania, services also include third-party relationship and contract management. Vodafone Romania has retained defined rights with regard to certain customer relationships and for some Sites certain landowner management services will be outsourced under the Romanian Long-Term Services Agreement. • Duration: There is a general obligation under the Romanian PMA for Vantage Towers Romania to use reasonable endeavors to register the Romania Registration Required Assets by no later than August 30, 2022. However, a minority of those assets may not be capable of registration due to missing or defective paperwork. The associated Romania Registration Required Sites would not be capable of transfer and would remain in the ownership of Vodafone Romania and subject to the terms of the Romanian PMA. • Power of attorney: The power of attorney applies in relation to Vodafone Romania’s relationships with landowners and other third parties. • Sub-licensing: Vodafone Romania may not sublicense or sublease any Romania Registration Required Asset without Vantage Towers Romania’s prior written consent. • Charges and Payments: The charges paid by Vodafone Romania to Vantage Towers Romania for services performed under the Romanian PMA comprise the same charges administered under the Vodafone MSAs. There is no discount on charges under the Romanian PMA.

17.1.7 Procurement Agreements In each of Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, the local Group company has entered into a Procurement Agreement with the VPC. The Procurement Agreements are standard procurement contracts to procure goods and services. The principal provisions of the Procurement Agreements are set out below; however, the specific provisions of each agreement may vary from country to country.

17.1.7.1 Duration Each Procurement Agreement has an indefinite duration subject to the termination rights of the parties. The parties may terminate a Procurement Agreement on twelve months’ notice, subject, in the case of the Group company, to two years having passed since the effective date of the respective Procurement Agreement. The VPC may terminate a Procurement Agreement on six months’ notice if there is a change in control of the local Group company. The Procurement Agreements also contain certain other customary termination rights. In the event of the termination or cancellation of the Procurement Agreement or a VPC Deliverable or service that the local Group company believes requires a staged transition, the VPC will continue to procure and supply such VPC Deliverable or service on the same terms and conditions for a period of up to twelve months, unless otherwise agreed between the parties.

17.1.7.2 Deliverables and Services The Procurement Agreements govern the relationship between the VPC and the Group companies in relation to the procurement and supply of all VPC Deliverables falling within a particular Migrated Category (as defined below) under the standard model and, where applicable, products, services and systems (being combinations of products and third-party services integrated and operated together) through the agency model. A “VPC Deliverable” is any product, third-party service, system or material supplied, created or performed by the VPC or otherwise agreed that are included in the VPC price book and offered by the VPC on the standard model to the Group company. The VPC divides supply chain activities into five main types of procurement categories: (i) networks; (ii) IT; (iii) services; (iv) service platforms; and (v) original design manufacturer (Vodafone branded or original design manufacturer) terminals. Under the terms of the Procurement Agreements, the VPC, after receiving a

215 positive recommendation from the Vodafone Group’s Supply Chain Management Board (the “Procurement Agreement Governance Body”) determines which procurement categories it is responsible for (a “Migrated Category”) and whether the procurement of a particular product, third-party service or system will be conducted using the standard model or the agency model. The VPC reviews and sets the strategies for the commercial delivery of the products, third-party services and systems in the Migrated Categories. Once the VPC has become responsible for a Migrated Category and has communicated this to the Group company, the Group company is not permitted to purchase any product, third-party service or system falling into such Migrated Category from a third party without the VPC’s consent. If a Group company is already purchasing such a product, third-party service or system at the time the Migrated Category is designated and it is included in a price book offered to the Group company by the VPC or is available for purchase under an agreement entered into or negotiated by the VPC on behalf of the Group company, the Group company must terminate its purchase of the respective product, third-party system or service. The Group company must give the VPC notice if it intends to purchase a particular product, third-party service or system in a Migrated Category. The standard model allows the local Group company to purchase Procurement Agreement Services directly from the VPC. Under the agency model, VPC acts as the Group company’s agent sourcing products and services to the Group company’s specification and negotiating and, where appropriate, executing supply agreements and managing the ongoing commercial relationships with suppliers. The standard terms and conditions may be amended or supplemented for the procurement of a particular good or service. In these circumstances, the VPC prepares a summary of proposed terms which the local Group company reviews and can suggest negotiation parameters and modifications. If the local Group company does not provide any modifications to the standard terms, then it is deemed to have accepted the terms. In the event that standard model terms have to be amended or supplemented in order to enable the procurement of a particular product, third-party service or system, including for a particular third-party supplier, the Group company has the right to accept or reject such amendments or supplements. Under the Procurement Agreements, the VPC may negotiate arrangements and make commitments regarding supply volumes and minimum spend guarantees with third-party suppliers for the benefit of the Vodafone Group and Group companies. Such proposed commitments are discussed with the Procurement Agreement Governance Body, the local Group company, and any other Vodafone Group or Group company with which the VPC has entered into a Procurement Agreement. The local Group company and such other parties are each required to give VPC notice of the share of the proposed commitment they are willing to accept. The VPC then allocates the level of commitment to the respective Group company (not to exceed such company’s proposal) after considering all proposed local commitments and taking into account the recommendation of the Procurement Agreement Governance Body. If there is a discrepancy between the proposed commitment and the allocated commitment, then there is an escalation procedure to resolve the conflict in good faith. Additionally, the local Group company is required to indemnify VPC for costs and claims resulting from defaults or breaches of the confirmed commitment. The VPC has committed to using its best endeavors to procure that third-party suppliers comply with quality assurance and business continuity obligations. Any failure in the performance of third-party services entitles the Group company to service credits. The VPC bears the risk of loss or damage to any product or any documentation necessary to the planning, installation, acceptance, operation or maintenance of a VPC Deliverable until acceptance in line with the procedure set out in the respective Procurement Agreement or delivery (as applicable). The Group company may reject any VPC Deliverable that is subject to acceptance procedures and fails such procedures or, within 20 business days of delivery, any VPC Deliverable that is not subject to acceptance procedures but is found to be non-compliant with specifications or the terms of the respective Procurement Agreement.

17.1.8 Support Agreements In each of Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, the local Vantage Towers Group company has entered into an inter-company agreement with VGSL for group support services. The Support Agreements are based on a standard form that VGSL enters into with other members of the Vodafone Group. The principal provisions of the Support Agreements are set out below.

17.1.8.1 Duration The Support Agreements have an indefinite duration subject to the ability of the parties to terminate the agreement on twelve months’ prior notice. VGSL may terminate a Support Agreement if Vodafone Group Plc

216 holds 50% or less of the issued share capital in the Group company that is party to the respective Support Agreement. The parties also have termination rights in the case of insolvency, material breach of law or unremedied breach of obligations under the respective Support Agreement. Both parties may terminate specific services on a case-by-case basis with the other party’s consent.

17.1.8.2 Services The Support Agreements govern the ongoing services that VGSL provides to Group companies on an equivalent basis to those that it provides to other operating companies within the Vodafone Group. This support includes HR services, finance services, technology and IT services, and other group support function services, including Vodafone shared services where relevant. Services are performed on a reasonable endeavors basis with limited liability for service delivery. The Support Agreements also include obligations on VGSL to meet the higher of previous service standards or the standard of service provided to the majority of other Vodafone companies that have entered into Support Agreements. VGSL must use reasonable endeavors to provide relevant information on service levels when requested. Either party may trigger an escalation process in the event of a dispute arising out of or in connection with service levels.

17.1.8.3 Charges Charges are calculated based on an allocation of costs between service recipient entities.

17.1.9 VSSB MCA On May 25, 2020, the Company (known then as Vodafone Towers Germany GmbH) and VSSB entered into a multi-currency loan agreement for the making of advances up to a balance of EUR 110 million. The purpose of the agreement is to allow the Company to participate in Vodafone’s multi-currency cash management system from which it can obtain funds for general corporate purposes or deposit with VSSB. Under the VSSB MCA, daily transfers of currency balances will take place between the Company and VSSB that will concentrate currency balances in the bank account of VSSB. The VSSB MCA has an unlimited duration subject to the ability of either party to terminate the agreement on 10 business days’ notice. VSSB may terminate the VSSB MCA with notice if the Company ceases to be a subsidiary of Vodafone Group Plc. In this case, all outstanding amounts under the facility will become immediately due and payable. Interest accrues on all amounts paid to the Company under the VSSB MCA at an annual rate equal to the one-month reference rate for the currency in which the drawing is made as shown on Bloomberg plus a margin of 0.125%. If such Bloomberg reference rate is not available, the reference rate is LIBOR. Interest is calculated at the end of each day during a calendar month on the basis of a 360/365-day year and is paid in the currency of the advance in arrears at the end of each month. The VSSB MCA is available on a revolving calendar month basis. Amounts are transferred under the agreement via a cash sweeping arrangement between the respective bank accounts of the Company and VSSB. Each party must repay all advances under the agreement in full at the end of each calendar month, at which time any loans under the VSSB MCA are reset to zero. Under the VSSB MCA, if the Company enters into a loan agreement that is senior to the VSSB MCA without the consent of VSSB this may constitute an event of default. The agreement also contains other customary events of default. Upon the occurrence of an event of default, VSSB may cancel the facility effective immediately or declare all balances immediately due and payable, subject to a right of set-off.

17.1.10 Vodafone Germany MCA On May 26, 2020 the Company (known then as Vodafone Towers Germany GmbH) and Vodafone Germany entered into the Vodafone Germany MCA for the making of advances up to a balance of EUR 250 million. The purpose of the agreement is to allow the Company to participate in Vodafone’s multi- currency cash management system from which it can obtain funds for general corporate purposes or deposit funds with Vodafone Germany. The Vodafone Germany MCA contains similar principles as described above with respect to the VSSB MCA.

217 17.1.11 Indemnification Agreement On March 8, 2021 the Company entered into an indemnification agreement with Vodafone Group Plc and the Existing Shareholder (the “Indemnification Agreement”). Under this Indemnification Agreement, Vodafone Group Plc and the Existing Shareholder have agreed to, jointly and severally, indemnify and hold harmless the Company from certain liabilities, losses, and damages resulting from or related to the Offering, including reasonable legal costs related to the defense against Offering-related claims, subject to any deduction for such damages of the Company reimbursed through any IPO-related insurance. In addition, Vodafone Group Plc and the Existing Shareholder have agreed to, jointly and severally, reimburse the Company for all reasonable fees, costs and expenses incurred in connection with the preparation and the execution of the Offering.

17.1.12 INWIT Shareholders’ Agreement For more information on the INWIT Shareholders’ Agreement, see “16.21.1 INWIT Shareholders’ Agreement.”

17.1.13 Cornerstone Shareholders’ Agreement For more information on the Cornerstone Shareholders’ Agreement, see “16.21.2 Cornerstone Shareholders’ Agreement.”

17.1.14 Vodafone Investments Facility For more information on the Vodafone Investments Facility, see “16.21.3 Vodafone Investments Facility.”

17.2 Transactions with Related Parties in the Past During the period ended on March 31, 2019, the Company (named Blitz D19-410 GmbH at that time) was a shelf company and did not enter into transactions with related parties. During the twelve months ended March 31, 2020, the Company (named Vodafone Towers Germany GmbH at that time) did not have any operations and did not enter into transactions with related parties. For a description of the transactions with related parties during the six months ended September 30, 2020, see Note 8 of the Audited Six-Month Condensed Combined Interim Financial Statements and during the three months ended December 31, 2020, see Note 8 of the Unaudited Three-Month Condensed Combined Interim Financial Statements. As part of the Reorganization, the members of the Vantage Towers Group and members of the Vodafone Group entered into various agreements governing aspects of the transactions which comprised the Reorganization. These included, amongst others, demerger agreements, hive-down and spin-off agreements, framework agreements, business transfer agreements, share purchase agreements, share transfer agreements, and related agreements. For further details regarding the transactions during this period related to the Reorganization, see “3 Reorganization.” For an overview regarding the compensation of the key management during the six months ended September 30, 2020, see Note 8 of the Audited Six-Month Condensed Combined Interim Financial Statements and during the three months ended December 31, 2020, see Note 8 of the Unaudited Three-Month Condensed Combined Interim Financial Statements.

218 18 REGULATORY ENVIRONMENT

18.1 Telecommunications Regulation In EU member states, the telecommunications industry is subject to regulation at the European and national levels; however, as a general matter, Passive Infrastructure and Passive Infrastructure operators like Vantage Towers and its co-controlled joint ventures INWIT and Cornerstone are not subject to specific sector- related telecommunications regulation at the European level and are either not subject to sector-specific regulation or are subject to minimal sector-specific regulation at the national level.

18.1.1 EU Telecommunications Regulation At the European level, the principal telecommunications legislation is the European Electronic Communications Code 2020 (the “EECC Code”), which was established by the Directive (EU) 2018/1972 of the European Parliament and of the Council of December 11, 2018, and sets out a harmonized framework for the regulation of telecommunications networks and services, as well as associated facilities and services. The main objectives of the EECC Code are to develop high capacity telecommunications networks and ensure sustainable and effective competition between network operators and the interoperability of telecommunications services while protecting the accessibility and security of such networks and promoting the interests of end users. EU member states were required to implement the EECC Code, including its principles of transparency, non-discrimination and proportionality, through national law by December 21, 2020. As of the date of this Prospectus, Hungary and Greece had implemented the EECC Code in national legislation, and Germany, Spain, Romania, Portugal, the Czech Republic and Ireland were in the process of implementing the EECC Code. The EECC Code is based on the principle of asymmetric market regulation, meaning that it applies only to markets designated by national regulatory authorities (“NRAs”) and only regulates entities with significant market power. Under the EECC Code, NRAs may choose to designate a particular market for regulation if: (i) there are high and non-transitory barriers to market entry; (ii) there is an absence of a trend toward effective competition in the market within a particular time period; and (iii) the application of competition law alone is insufficient to address the competition issues within the market. The EECC Code applies to the operation of telecommunications networks and, therefore, as a general matter, Passive Infrastructure operators like Vantage Towers are not subject to its provisions. Currently, neither Passive Infrastructure nor any part of it is identified as a regulated market in the European Commission’s market list. Furthermore, the focus of NRA regulation under the EECC Code is the regulation of electronic communications services for the benefit of end-users. The EECC Code allows and places limits on the regulation of the wholesale-market, including Passive Infrastructure operators like the Group and its co-controlled joint ventures INWIT and Cornerstone. However, aspects of the EECC Code may impact Passive Infrastructure operators as providers of facilities associated with telecommunications networks. The EECC Code permits NRAs to impose colocation and sharing obligations on MNOs in order to protect the environment, public health and public security, or to meet national and local planning objectives. Furthermore, under the EECC Code, NRAs may attach conditions to spectrum grants to MNOs, including commitments to share Passive Infrastructure or Active Equipment, to ensure effective and efficient use of spectrum, to promote coverage or to encourage competition. The EECC Code permits NRAs to impose access obligations in connection with spectrum grants to ensure effective and efficient use of spectrum or promote coverage. In addition, under the EECC Code, NRAs may make the grant, amendment or renewal of rights of use for spectrum conditional on wholesale access to promote effective competition and to avoid distortions of competition. Similar obligations may be imposed to provide network access to end users in areas with deficient or limited coverage due to economic or physical obstacles.

18.1.2 EU Member State Regulation In the EU member states in which the Group and INWIT operate, telecommunications legislation generally provides an overall framework in which MNOs can deploy and develop their networks. Accordingly, Passive Infrastructure operators like Vantage Towers and INWIT are generally not subject to particular sector-related regulation or are subject to limited regulation as a result of their role in supporting national mobile networks. In Germany, Spain, Greece, Ireland and Italy, NRAs have not designated Passive Infrastructure operators as being subject to specific sector-related regulation, and the local Group company and INWIT are not designated as regulated entities. However, in these jurisdictions, Vantage Towers or INWIT may, in certain circumstances, be required to grant access to MNOs (or other network operators or infrastructure providers) seeking to take actions with regard to Active Equipment.

219 The Group is subject to specific sector-related regulation in Portugal, the Czech Republic, Romania and Hungary, where it is regulated and is required to register as a provider of electronic communications services and/or an operator of a public communications network under the applicable telecommunications legislation. In Portugal, Passive Infrastructures must be run as an open platform and, insofar as technically possible, access must be granted to all MNOs which request access to or use of such Passive Infrastructure. The Decree-Law 123/2009 establishes a general cost orientation principle on remuneration, which will be further developed in regulations to be issued by the National Communications Authority. A draft of the regulation has been prepared and was subject to public consultation. In the Czech Republic, Romania and Hungary, the Group is required to grant another operator of a public communications network access to its Passive Infrastructure if such operator requests access for the installation, maintenance or movement of Active Equipment. In each of these jurisdictions, the Group receives compensation for such access. However, as a general matter, Passive Infrastructure operators in Portugal, the Czech Republic, Romania and Hungary are not subject to the authorization, license, notification and similar requirements to which regulated MNOs are subject.

18.1.3 UK Regulation The principal telecommunications law in the United Kingdom is the Communications Act 2003 (the “Communications Act”). The Communications Act grants authority to the Office of Communications (“Ofcom”), the UK’s national regulatory authority for communications. The UK Electronic Communications Code, which forms part of the Communications Act, includes statutory rights for providers of electronic communications networks and/or system infrastructure designated by Ofcom (a “Code Operator”). On May 25, 2017, Cornerstone was granted rights to install and maintain apparatus on, under and over public spaces, simplified planning procedures and rights that can be enforced against private landowners. Code Operators are required to share the use of communications apparatus where practicable and install sufficient apparatus allowing for estimated growth in demand for communications services using such apparatus. Ofcom may also impose infrastructure sharing conditions on Code Operators to encourage efficient investment in telecommunications infrastructure. Under the UK Electronic Communications Code, the prices that landowners in the United Kingdom can charge for a Code Operator’s use of the landowner’s property is regulated. The UK Electronic Communications Code implements a “no scheme” valuation system if a code agreement is mandated or the court specifies terms where the landowner and Code Operator cannot reach agreement. The valuation of the rent is then based on market value to the landowner, as opposed to any value attributable to the intention of the Code Operator regarding current or future use of the Site as part of its network.

18.2 Other Laws and Regulations In the ordinary course of constructing its Passive Infrastructure and providing its services, the Group is required to obtain, maintain and routinely renew a variety of licenses, authorizations and other permits from administrative and regulatory agencies in the markets in which it operates, as well as rights-of-way from utilities and other private and governmental entities. This includes compliance with municipal building safety laws, which may require building permits depending on certain aspects of the Passive Infrastructure, including its height, as well as municipal planning regulations. In addition, Vantage Towers must comply with environmental and health and safety regulations in connection with its business. These include requirements relating to EMF, the handling of electrical installations, construction, maintenance and lifting works, transport, warehousing and vehicle safety and waste management. The Group is also subject to state building safety laws and municipal planning laws pursuant to which it must obtain certain permits and licenses in order to conduct its business. Furthermore, Vantage Towers, INWIT and Cornerstone are impacted by coverage obligations imposed on MNOs by national regulators which increase demand for the Group’s services. Coverage obligations are regulatory requirements to provide network coverage of certain quality over areas prescribed by various governments and regulators in connection with spectrum auctions. National regulators have been focused on using coverage obligations to: (i) increase coverage in rural areas (i.e., provide good voice and data services across less populated areas); (ii) prioritize coverage of major terrestrial paths such as national roads and rail transport routes; and (iii) ensure minimum mobile data connection speed targets contained in national and European directives are met. In Germany, MNOs must provide coverage for 98% of households with more than 100Mbit per second download speed by 2022, road and rail coverage, 1,000 new 5G base stations and 500 base stations in ‘white spot’ areas. Similarly, in Italy 700MHz and 3.7GHz spectrum allocated at the 5G spectrum auction in October 2018 included stringent coverage obligations. MNOs are required to provide 80% and 99.4% of the population with 5G network coverage within three years (or four years for new entrants) and four

220 and a half years, respectively, of auctioned spectrum becoming available in 2022. In the United Kingdom, government coverage obligations on 700MHz spectrum at the next spectrum auction have been replaced by an industry-led SRN which provides for individual MNO coverage commitments. In Spain, the 700MHz spectrum auction is expected to take place during the first half of 2021. It is expected that the auction will include coverage obligations requiring 100% coverage for towns of more than 20,000 inhabitants within three years, as well as to motorways, dual carriageways and multi-lane roads, and high-speed railway passenger stations. In Portugal, the 5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021, while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in the first quarter of 2021. MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95% of the country’s total population by 2025. In Greece, new obligations attaching to the 2GHz, 3.5GHz, 26GHz and 700MHz auctions in December 2020 include population coverage within the first three years, a 100 Mbps minimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 3.4-3.8 GHz spectrum. Voluntary 5G coverage obligations are being expanded in Hungary and are already in place in the Czech Republic. They are also expected to be applied to spectrum expected to be auctioned in Romania and Ireland.

221 19 INFORMATION ON THE COMPANY’S EXISTING SHAREHOLDER 19.1 Current Shareholder Prior to the completion of the Offering, the Company’s sole shareholder is Vodafone GmbH as the Existing Shareholder, which is wholly owned by Vodafone Group Plc through Vodafone Investments Luxembourg S.à.r.l (i.e., Vodafone Investments) and Vodafone International 2 Limited, two wholly owned indirect subsidiaries of Vodafone Group Plc. Vodafone Group Plc is a FTSE 100 English company listed on the main market for listed securities of the London Stock Exchange Plc and the NASDAQ Global Select Market LLC. The Existing Shareholder is a company with limited liability (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany, under HRB 38062. The registered office (Sitz) of the Existing Shareholder is in Düsseldorf, Germany; its business address is Ferdinand-Braun-Platz 1, 40549 Düsseldorf, Germany. Vodafone Group Plc is a public limited company incorporated in England and Wales. The registered office (Sitz) of Vodafone Group Plc is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England. Each share of the Company carries one vote at the general meeting of the Company. All of the Company’s shares confer the same voting rights. There are no restrictions on voting rights. The following table sets forth the Company’s ownership structure as of the date of this Prospectus as well as the expected ownership structure upon completion of the Offering: Actual (direct) Ownership Upon Upon Upon Upon completion of completion of completion of completion of the Offering the Offering the Offering the Offering (assuming all (assuming all (assuming all (assuming all Base Shares Base Shares Base Shares Base Shares are placed, no are placed, all are placed, all are placed, all placement of Additional Over- Additional Additional Base Shares Allotment Base Shares Base Shares are placed and Shares are are placed and (no exercise of full exercise of placed and full full exercise of the Upsize the Upsize exercise of the the Upsize Option), and Option, and no Greenshoe Option, and all no placement placement of Option, and no Over- of Over- Over- placement of Allotment Allotment Allotment Additional Shares are Shares (no Shares (no Base Shares placed and full As of the date exercise of the exercise of the (no exercise of exercise of the of this Greenshoe Greenshoe the Upsize Greenshoe Prospectus Option))(1) Option))(1) Option))(1) Option)(1) (in %) Existing Shareholder . 100.00 82.43 78.03 79.79 75.40 Digital Colony . . . . . — 4.39 4.39 4.39 4.39 RRJ Capital ...... — 3.95 3.95 3.95 3.95 Public float(2) ...... — 9.23 13.62 11.86 16.26 Total ...... 100.00 100.00 100.00 100.00 100.00

Notes: (1) Assuming an Offer Price at the low end of the Price Range of EUR 22.50. (2) Includes Offer Shares that will be preferentially allocated to affiliates of Crystal Almond. 19.2 Controlling Interest As of the date of this Prospectus, Vodafone Group Plc, through the Existing Shareholder, owns indirectly 100% of the voting rights in the Company and therefore is considered to hold a controlling interest in the Company pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). Following completion of the Offering and assuming placement of the maximum number of Base Shares, placement of the maximum number of Additional Base Shares and full exercise of the Upsize Option, and placement of the maximum number of Over-Allotment Shares and full exercise of the Greenshoe Option, the Existing Shareholder will continue to hold 75.40% of the Company’s share capital. As a result, the Existing Shareholder and indirectly Vodafone Group Plc will continue to indirectly hold a controlling interest in the Company pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

222 20 GENERAL INFORMATION ON THE GROUP 20.1 Formation, Incorporation, History and Share Capital The Company was formed as a shelf German limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany by Blitz Erste Gründungs GmbH in a notarial foundation deed (Gründungsurkunde) dated February 18, 2019. Its legal name (Firma) was “Blitz D19-410 GmbH” with its registered office (Sitz) in Düsseldorf, Germany. The Company was registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany on February 28, 2019, under HRB 85940. By share purchase agreement in the form of a notarial deed dated December 2, 2019, Vodafone Germany acquired 100% of the shares in the Company from Blitz Erste Gründungs GmbH. Subsequently, the Company changed its name to Vodafone Towers Germany GmbH, registered with the commercial register (Handelsregister) on December 5, 2019 and further changed its name to Vantage Towers GmbH, registered with the commercial register (Handelsregister) on July 16, 2020. On January 18, 2021, the Company’s shareholders’ meeting resolved to change the Company’s legal form into a German stock corporation (Aktiengesellschaft) under the legal name “Vantage Towers AG.” The Company and the changes in its legal form and legal name were registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany on January 26, 2021, under HRB 92244. As of the date of this Prospectus, the Company’s share capital (Grundkapital) amounts to EUR 505,782,265 and has been fully paid up. The Company was established with an original share capital of EUR 25,000 against contribution in cash. On May 4, 2020, the shareholders’ meeting of the Company (named Vodafone Towers Germany GmbH at that time) resolved to increase the share capital from EUR 25,000 by EUR 274,975,000 to EUR 275,000,000 by issuing 274,975,000 new shares in the Company (the “First Capital Increase”). This First Capital Increase was carried out for the purpose of implementing the German Hive-Down (see “3.1 German Reorganization”) by way of contribution in kind (Sachkapitalerhöhung). As consideration, Vodafone Germany received 274,975,000 new shares in the Company. The consummation of this First Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf on May 19, 2020 (see “21.2 Development of the Share Capital”). On November 17, 2020, the shareholders’ meeting of the Company (named Vantage Towers GmbH at that time) resolved to further increase the share capital from EUR 275,000,000 by EUR 189,504,358 to EUR 464,504,358 by issuing 189,504,358 new shares in the Company to Vodafone Germany (the “Second Capital Increase”). This Second Capital Increase was carried out in consideration for Vodafone Germany’s payment of EUR 189,504,358 in cash (Barkapitalerhöhung) by Vodafone Germany to the Company. The consummation of this Second Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on December 4, 2020 (see “21.2 Development of the Share Capital”). On January 7, 2021, the shareholders’ meeting of the Company (named Vantage Towers GmbH at that time) resolved to further increase the share capital from EUR 464,504,358 by EUR 41,277,907 to EUR 505,782,265 by issuing 41,277,907 new shares in the Company (the “Third Capital Increase”). This Third Capital Increase was carried out in consideration for Vodafone Germany’s payment of EUR 41,277,907 in cash (Barkapitalerhöhung) by Vodafone Germany to the Company. As consideration, Vodafone Germany received 41,277,907 new shares in the Company. The consummation of the Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on January 14, 2021.

20.2 Commercial Name, Registered Office and Legal Entity Identifier The Company is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany having its registered office (Sitz) and its headquarters in Düsseldorf, Germany. The legal name of the Company is Vantage Towers AG. It is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf under HRB 92244. The Company’s LEI is 213800BBQO965UPQ7J59. The Company is the Group’s parent company. The Company and the Group operate under the commercial name “Vantage Towers.”

223 The Company’s registered business address is at Prinzenallee 11—13, 40549, Düsseldorf, Germany (telephone +49 211 617120). The Company’s website is (www.vantagetowers.com). Information contained on the Company’s website is not incorporated by reference in this Prospectus and does not form part of this Prospectus.

20.3 Financial Year and Duration The Company’s financial year ends on March 31 of each calendar year. The Company was established for an unlimited period of time.

20.4 Corporate Purpose According to Article 2 of the Articles of Association, the objects of the Company are the acquisition, leasing, construction, holding, maintenance, management or marketing, leasing out and operation of passive mobile communications network infrastructures, such as bearing structures of any kind which may be used for the installation of active radio and transmission technology (e.g., antennas, roofs, chimneys or other Sites or spaces) and any other components of passive network infrastructure, as well as the provision of any related services (such as building fiber lines, small cells, special event cells and the fiberization of backhaul). The Company is entitled to take any action and any business measures which seem to be directly or indirectly suitable, required or useful to achieve the objects of the Company. The Company may establish branches and establish, acquire or participate in other entities of the same or a similar type or manage such entities or limit itself, in whole or in part, to managing its participations, in Germany and abroad or develop further areas of activity based on the aforementioned objectives. It may also hive down its business, in whole or in part, to any of its affiliates.

20.5 Group Structure The Company is the parent company of the Group. The following diagram sets forth a summary (in simplified form) of the Company’s position within the Vodafone Group and of the Company’s significant subsidiaries as of the date of this Prospectus. The shareholdings presented also include shareholdings in affiliated companies pursuant to sections 15 et seq. AktG.

VG Plc

100% Vodafone Investments 100%

100% VEBV

VI2 100% 10% 90% Vantage Towers Czech Republic 2(1) Vodafone Germany 100%

Company

100%(2)

CTHC*

99.87% 100%

Vodafone Greek Wind Hellas TowerCo Greek TowerCo

Notes: (1) Vantage Towers Czech Republic 2 will transfer to the Group during phase 2 of the legal separation of Vodafone’s towers business in Czech Republic. For more information, see “3.2.1.4 Czech Republic.” (2) The Company owns 100% of the ordinary shares in CTHC. VEBV holds one special share in CTHC. For more information, see “3.2.2 Consolidation under CTHC and Issuance of a Special Share in CTHC.” (3) CTHC will acquire the remaining 38% of Vantage Towers Greece after an option to purchase it was triggered by the Company’s publication of its “Intention to Float” announcement on February 24, 2021. The acquisition is expected to complete seven calendar days after Admission. See “3.4 Acquisition of the Remaining 38% of Vantage Towers Greece by CTHC” for more details.

224 Legend

Defined Term Legal Name Country of Incorporation Company ...... Vantage Towers GmbH Germany CTHC ...... Central Tower Holding Netherlands Company B.V. Cornerstone ...... Cornerstone Telecommunications England and Wales Infrastructure Limited INWIT ...... Infrastrutture Wireless Italy Italiane S.p.A. Vantage Towers Czech Republic . Vantage Towers S.R.O. Czech Republic Vantage Towers Czech Republic 2 Vantage Towers 2 S.R.O. Czech Republic Vantage Towers Hungary ...... Vantage Towers Zrt. Hungary Vantage Towers Ireland ...... Vantage Towers Limited Ireland Vantage Towers Portugal ...... Vodafone Towers Portugal S.A. Portugal Vantage Towers Romania . . . . . Vantage Towers S.R.L. Romania Vantage Towers Spain ...... Vantage Towers, S.L.U. Spain VEBV ...... Vodafone Europe B.V. Netherlands VG Plc ...... Vodafone Group Plc England and Wales Vodafone Investments ...... Vodafone Investments Luxembourg Luxembourg S.À.R.L. VI2 ...... Vodafone International 2 Limited Jersey (England and Wales resident for tax purposes) Vodafone Germany ...... Vodafone GmbH Germany Vantage Towers Greece ...... Vantage Towers SA Greece Vodafone Greek TowerCo . . . . . Vodafone Greece Towers SA Greece Wind Hellas Greek TowerCo . . . Crystal Almond Towers Single Greece Member SA

20.6 Significant Subsidiaries The following table presents an overview of the Group’s significant subsidiaries as of the date of this Prospectus. Direct and/or indirect Legal name Registered office (Sitz) Segment Interest Central Tower Holding Company BV ...... Rivium Quadrant 175, Other European 100%(1) 6th floor, 2909 LC Capelle aan Markets den IJssel, the Netherlands Vantage Towers, SL ...... Avenida de América 115, Spain 100% Madrid, 28042, Spain Vantage Towers Limited ...... Mountainview, Leopardstown, Other European 100% Dublin 18, Ireland Markets Vantage Towers SA ...... 1-3, Tzavella str., Halandri, Greece 62%(2) 15231, Attica, Greece Vodafone Towers Portugal, SA . . Avenida Dom João II, nº 36, Other European 100% 8º, Parque das Nações, 1998- Markets 017 Lisboa, parish of Parque das Nações, municipality of Lisbon, Portugal Vantage Towers sro ...... Závišova 502/5, Nusle, 140 00 Other European 100% Prague 4, Czech Republic Markets Vantage Towers SRL ...... 201 Barbu Vacarescu St., Other European 100% mezzanine, rooms 1, 2 and 3, Markets District 2, Bucharest, Romania Vantage Towers Zrt ...... 1096 Budapest, Lechner Ödön Other European 100% fasor 6, Hungary Markets

Notes: (1) The Company owns 100% of the ordinary shares in CTHC. VEBV holds one special share in CTHC. For more information, see “3.2.2 Consolidation under CTHC and Issuance of a Special Share in CTHC.” (2) CTHC will acquire the remaining 38% of Vantage Towers Greece after an option to purchase it was triggered by the Company’s publication of its “Intention to Float” announcement on February 24, 2021. The acquisition is expected to complete seven calendar days after Admission.

225 20.7 Auditor The Company appointed EY as auditor of: (i) the unconsolidated annual financial statements of the Company to be prepared in accordance with German GAAP pursuant to the HGB as of and for the twelve months ending March 31, 2021; and (ii) the consolidated financial statements of the Group to be prepared in accordance with IFRS as of and for the financial year March 31, 2021. EY audited (i) the unconsolidated (separate) financial statements of the Company prepared in accordance with German GAAP pursuant to the HGB as of and for the abbreviated financial year ended March 31, 2020, (ii) the unconsolidated financial statements of the Company prepared in accordance with IFRS as of March 31, 2019 and for the period from February 28, 2019 to March 31, 2019, (iii) the unconsolidated financial statements of the Company prepared in accordance with IFRS as of and for the twelve months ended March 31, 2020 and (iv) the condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020, on each of which EY has issued an independent auditor’s report. EY is a member of the German Chamber of Public Accountants (Wirtschaftsprüferkammer), Rauchstraße 26, 10787 Berlin, Germany.

20.8 Announcements and Paying Agent Pursuant to the Articles of Association, the Company’s announcements are published in the German Federal Gazette (Bundesanzeiger). Should a different form of publication be mandatory by law, such form of publication shall replace the publication in the German Federal Gazette (Bundesanzeiger). In accordance with the Prospectus Regulation, announcements in connection with the approval of this Prospectus or any supplements thereto will be published in the form of publication provided for in this Prospectus, in particular through publication on the Company’s website (www.vantagetowers.com). The paying agent is Deutsche Bank Aktiengesellschaft. The mailing address of the paying agent is Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany.

226 21 DESCRIPTION OF SHARE CAPITAL

21.1 Current Share Capital and Shares At the date of this Prospectus, the share capital of the Company amounts to EUR 505,782,265 and is divided into 505,782,265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag). The share capital has been fully paid up. The Company’s shares were created pursuant to the laws of the Federal Republic of Germany. Each share carries one vote at the Company’s general meeting. There are no restrictions on voting rights and the shares carry full dividend entitlement. All existing shares of the Company are held by the Existing Shareholder.

21.2 Development of the Share Capital The Company’s share capital has developed as follows: The Company was established with an original share capital of EUR 25,000 against contribution in cash. On May 4, 2020, the shareholders’ meeting of the Company (named Vodafone Towers Germany GmbH at that time) resolved to increase the share capital from EUR 25,000 by EUR 274,975,000 to EUR 275,000,000 by issuing 274,975,000 new shares in the Company. This First Capital Increase was carried out for the purpose of implementing the German Hive-Down (see “3.1 German Reorganization”) by way of contribution in kind (Sachkapitalerhöhung). As consideration, Vodafone Germany received 274,975,000 new shares in the Company. The consummation of this First Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on May 19, 2020. On November 17, 2020, the shareholders’ meeting of the Company (named Vantage Towers GmbH at that time) resolved to further increase the share capital from EUR 275,000,000 by EUR 189,504,358 to EUR 464,504,358 by issuing 189,504,358 new shares in the Company. This Second Capital Increase was carried out by the payment of EUR 189,504,358 in cash (Barkapitalerhöhung) by Vodafone Germany to the Company. As consideration, Vodafone Germany received 189,504,358 new shares in the Company. The consummation of this Second Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on December 4, 2020. On January 7, 2021, the shareholders’ meeting of the Company (named Vantage Towers GmbH at that time) resolved to further increase the share capital from EUR 464,504,358 by EUR 41,277,907 to EUR 505,782,265 by issuing 41,277,907 new shares in the Company. This Third Capital Increase was carried out in consideration for Vodafone Germany’s payment of EUR 41,277,907 in cash (Barkapitalerhöhung) by Vodafone Germany to the Company. As consideration, Vodafone Germany received 41,277,907 new shares in the Company. The consummation of this Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on January 14, 2021. Following the change of the legal form from a German limited liability company (Gesellschaft mit beschränkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name “Vantage Towers AG,” which was resolved by the shareholders’ meeting of the Company on January 18, 2021 and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany, on January 26, 2021, the share capital of the Company has not been further changed to the date of this Prospectus.

21.3 Authorized Capital On February 18, 2021, the general meeting of the Company resolved to establish an authorized capital pursuant to section 5 para. 3 of the thereby amended Articles of Association in conjunction with section 202 AktG. Thereunder, the Management Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the Company on one or more occasions in the period until February 15, 2026, by up to a total of EUR 252,891,132 through the issuance of up to 252,891,132 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) in exchange for cash and/or contributions in kind (the “Authorized Capital”). In doing so, the Management Board may determine that the new shares carry profit participation entitlements in a way that deviates from section 60 para. 2 AktG. As of the date of this Prospectus, the Authorized Capital is not yet registered with the commercial register of the Company and will only become effective upon such registration.

227 Shareholders are in principle entitled to subscription rights. Subscription rights may also be granted to shareholders by way of an indirect subscription right (section 186 para. 5 AktG). With the approval of the Supervisory Board, the Management Board is authorized to exclude the subscription rights of shareholders in the following cases: • to even out fractional amounts resulting from a capital increase; • to the extent necessary to grant holders or creditors of convertible bonds, bonds with warrants or convertible profit participation rights issued by the Company and/or its direct or indirect majority shareholdings, subscription rights to new shares to the extent to which they would be entitled after exercising their conversion or option rights or after fulfillment of their option exercise or conversion obligations; • to issue the new shares to employees and/or former employees of the Company and to employees and/or former employees of companies affiliated with the Company within the meaning of sections 15 et seq. AktG. The new shares may also be issued to select employees in management and/or key positions of the Company as well as to members of the Management Board and/or to select employees in management and/or key positions or the management of affiliated companies within the meaning of sections 15 et seq. AktG; • if the new shares are issued against cash contribution and the issue price of the new shares is not significantly lower than the stock market price of the Company’s shares already listed on the stock exchange. The proportionate amount of the share capital which is arithmetically attributable to the new shares issued, excluding subscription rights pursuant to section 186 para. 3 sentence 4 AktG, must not exceed 10% of the share capital. The share capital at the time the authorization takes effect or, if this value is lower, at the time this authorization is exercised, shall be decisive. Shares which during the term of the authorization until its exercise are issued or sold in direct or analogous application of sec. 186 para. 3 sent. 4 German Stock Corporation Act are to be taken into account when calculating the limit. Rights issued during the term of this authorization, until its utilization in an analogous application of section 186 para. 3 sentence 4 AktG, and which enable or oblige the subscription of shares of the Company will also count towards the 10% limit. Any crediting in accordance with the above sentences will cease to apply with effect for the future if and to the extent that the respective authorization, the exercise of which led to the crediting, is granted again by the general meeting; • insofar as the new shares are issued against contributions in kind, in particular for the purpose of business combinations, the acquisition of enterprises, parts of enterprises or interests in enterprises, or other assets; and • to implement a so-called scrip dividend, whereby shareholders are offered the option of contributing their dividend entitlement (in whole or in part) to the Company as a contribution in kind in return for the granting of new shares from Authorized Capital. The Management Board is authorized, with the approval of the Supervisory Board, to determine further details of the capital increase and its implementation, including in particular, the conditions of the share issue. The Supervisory Board is authorized to amend the wording of section 5 para. 3 of the Articles of Association after full or partial implementation of the capital increase from Authorized Capital or after expiry of the authorization period in accordance with the scope of the capital increase.

21.4 Conditional Capital On February 18, 2021, the general meeting of the Company resolved to establish a conditional capital, pursuant to section 5 para. 4 of the thereby amended Articles of Association in conjunction with section 192 AktG. Thereunder, the share capital of the Company is conditionally increased by up to EUR 101,156,453 by issuing up to 101,156,453 new ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) (the “Conditional Capital”). The Conditional Capital’s only purpose is to grant new shares to holders or creditors of option or conversion rights or obligations arising from warrant or convertible bonds, profit participation rights or participating bonds issued or guaranteed by the Company or entities in which the Company holds a direct or indirect majority interest on or before February 15, 2026, based on the authorization of the Management Board by resolution of the general meeting passed on February 18, 2021. As of the date of this Prospectus, the Conditional Capital is not yet registered with the commercial register of the Company and will only become effective upon such registration. The Conditional Capital increase will only be implemented to the extent that the holders or creditors of the conversion or option rights or obligations exercise their

228 conversion or option rights, fulfill their conversion or option obligations, or the Company exercises its right to grant shares in the Company in whole or in part instead of payment of the cash amount due, provided that in the respective case, no cash settlement is granted or treasury shares or shares in another listed company are used for servicing. New shares are issued at the option or conversion price to be determined in each case in accordance with the aforesaid authorization resolution. The new shares participate in profits from the start of the financial year in which they are issued. To the extent legally permissible, the Management Board, with the approval of the Supervisory Board, may also determine the profit participation of new shares in derogation from section 60 para. 2 AktG, for a financial year which has lapsed. The Management Board is authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase.

21.5 Authorization to Issue Convertible Bonds and/or Warrant Bonds, Profit Participation Rights or Participating Bonds On February 18, 2021, the general meeting of the Company authorized the Management Board, subject to the consent of the Supervisory Board, to issue, on one or more occasions until February 15, 2026, subordinated or equally ranking bearer convertible and/or warrant bonds, profit participation rights or participating bonds or combinations of these instruments (collectively, “bonds”) for an aggregate nominal amount of up to EUR 4 billion, in each case with or without a definite maturity date, and to grant the holders of bonds options or conversion rights for up to 101,156,453 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) of the Company with a pro rata amount of the share capital of up to a total of EUR 101,156,453, as set forth in detail in the issuing terms and conditions for the bonds (the “Issuing Terms”). This authorization can be utilized in whole or in part. The bonds may also provide for an obligation to convert the bonds, or exercise the options, at the end of the term or at an earlier time. The Issuing Terms may also give the Company the right to grant shares of the Company to the holders or creditors of the bonds in lieu of cash payments due, in whole or in part, or to choose other forms of fulfillment. Bonds may be issued in return for cash or for contributions in kind. The bonds can be denominated in Euros or, capped at their equivalent value in Euros, in the legal currency of an Organization for Economic Co-operation and Development country. Where the bonds are issued in a currency other than Euros, the relevant equivalent value is to be applied, calculated on the basis of the Euro reference rate of the European Central Bank applicable on the date of the resolution on the issuance of the bonds. The bonds can also be issued by entities in which the Company holds a direct or indirect majority interest. In such case, the Management Board is authorized, subject to the consent of the Supervisory Board, to take on the necessary guarantees for the obligations under the bonds and to grant the holders or creditors of the bonds conversion or option rights for shares of the Company. If convertible bonds are issued, their creditors receive the right, or take on the obligation, to convert the bonds into shares of the Company, pursuant to the Issuing Terms to be prescribed by the Management Board. The pro rata amount of the share capital mathematically attributable to the shares to be issued in the event of conversion must not exceed the nominal amount of the bond or the issue price of the bond. The conversion ratio is determined by dividing the nominal amount of a bond by the conversion price for a share of the Company. Where the issue price for the bonds is less than their nominal amount, the conversion ratio is established by dividing the issue price of a convertible bond by the conversion price for a share of the Company. The Issuing Terms can also provide that the conversion ratio is variable and that the conversion price is determined based on future stock market prices within a certain range. If warrant bonds are issued, one or more warrants will be attached to each bond, which entitle or obligate the creditor to subscribe to shares of the Company under the Issuing Terms to be specified by the Management Board. The pro rata amount of the share capital mathematically attributable to the shares to be issued in the event of an option being exercised must not exceed the nominal amount of the bonds. The conversion or option price to be stipulated in the Issuing Terms must be equivalent to at least 80% of the volume-weighted average closing price of the stock market price of the Company’s shares in the exchange electronic trading system (Xetra) (or a comparable successor system) on the day of the final determination of the terms and conditions of the bonds. Sections 9 para. 1 and 199 AktG remain unaffected. Subject to the consent of the Supervisory Board, the Management Board is authorized to specify the Issuing Terms in more detail, particularly with respect to the following aspects: interest rate, issue price, term and denomination of the bonds; conversion or option period; conversion or option price; conversion rights and obligations; option rights and obligations to exercise options; whether the Company’s shares to be delivered shall be, in whole or in part, in the form of shares newly created by a capital increase or in the form of existing

229 shares; whether, instead of delivering shares, their value can be paid in cash; whether the conversion or option price or the conversion ratio is to be fixed when issuing the bonds or based on future stock market prices within a certain range during the term of the bond. In the event of a situation where there are rights to subscribe to fractions of the Company’s shares, it can be stipulated that these fractions can be added together for the purpose of subscribing complete shares, in accordance with the Issuing Terms. An additional cash payment or cash compensation for fractions can also be stipulated. The Issuing Terms can further provide for protection against dilution and adjustment mechanisms under certain circumstances, including changes in the Company’s share capital during the term of the bond (such as a capital increase, a capital decrease or a share split), dividend payments, the issuance of additional bonds with conversion rights or conversion obligations or option rights or option exercise obligations, that provide an entitlement to subscribe for shares of the Company, transformation measures and extraordinary events occurring during the term of the bond, such as a change of control at the Company. The measures for protection against dilution and adjustment mechanisms that can be provided for under the Issuing Terms can, in particular, take the form of changing the conversion or option price, granting subscription rights to shares of the Company or to bonds, or granting or adjusting cash components. When issuing bonds, shareholders must generally be granted a subscription right to the bonds. The subscription right may also be granted to shareholders by way of an indirect subscription right (section 186 para. 5 AktG). However, the Management Board is authorized, subject to the consent of the Supervisory Board, to exclude the subscription right of shareholders when issuing bonds in the following cases: • to compensate for fractional amounts arising as a result of a capital increase; • where the bonds are issued in return for contributions in kind in particular with the aim of acquiring enterprises, parts of enterprises or participations in enterprises; • where this is necessary for protection against dilution, in order to grant holders or creditors of bonds with conversion or option rights or conversion or option obligations that were or will be issued by the Company or by other entities in which the Company holds a direct or indirect majority interest, a right to subscribe for new bonds to the extent to which they would be entitled to such subscription right as shareholders after exercising their conversion or option rights or, as the case may be, after fulfilment of their conversion or option obligations; or • for bonds issued against cash, if the shares to be issued under the conversion/option rights in total do not exceed 10% of the share capital, based on the share capital amount existing at the time when this authorization takes effect as well as on the share capital amount when the authorization is exercised. To the extent that during the term of this authorization until its utilization other authorizations to issue or sell shares or to issue rights enabling or obliging the subscription of shares are exercised and the subscription right is excluded pursuant to or in analogous application of section 186 para. 3 sentence 4 AktG, this shall be counted towards the aforementioned 10% limit. A crediting pursuant to the above sentence shall cease to apply with effect for the future if and to the extent that the respective authorization, the exercise of which led to the crediting, is granted again by the general meeting. The exclusion of subscription rights under these conditions is only permissible if the issue price for the bonds is not significantly lower than the theoretical value of the bonds as calculated using recognized financial mathematical methods. Insofar as profit participation rights or participating bonds are issued without a conversion right/obligation or option right/obligation, the Management Board is authorized, with the approval of the Supervisory Board, to fully exclude the subscription right of shareholders if these profit participation rights or participating bonds are structured similar to obligations (i.e., do not establish any membership rights in the Company, do not grant any participation in liquidation proceeds and the amount of interest is not calculated on the basis of the amount of net income for the year (Jahresüberschuss), net balance sheet profits (Bilanzgewinn) or the dividend). In addition, the interest and the issue amount of the profit participation rights or participating bonds in such cases must correspond to the market conditions prevailing at the time of issue.

21.6 Authorization to Purchase and Use Treasury Shares At the date of this Prospectus, the Company does not hold any treasury shares, nor does a third party hold any shares of the Company on behalf of, or for the account of, the Company.

230 The Company may not acquire its own shares unless authorized by the Company’s general meeting or in limited circumstances as provided for in the AktG. Such authorization by the Company’s general meeting may not be granted for a period exceeding five years. The provisions of the AktG generally limit buy-backs to 10% of the share capital and re-sales must generally be made either on a stock exchange, in a manner that treats all shareholders equally or in accordance with the rules that apply to subscription rights relating to a capital increase. The Company’s general meeting held on February 18, 2021 authorized the Management Board pursuant to section 71 para. 1 no. 8 AktG to acquire, on or before February 15, 2026 treasury shares of up to a total maximum of 10% of the share capital existing at the time of the adoption of the resolution or, in the event that this amount is lower, when the authorization is exercised. The acquired shares, together with other treasury shares which are in the possession of the Company or are attributable to it pursuant to sections 71a et seq. AktG, may not, at any time, exceed 10% of the Company’s share capital. The authorization may be exercised in whole or in partial amounts, on one or more occasions, directly by the Company, by a controlled or majority owned subsidiary of the Company, or for its or their own account by third parties. At the discretion of the Management Board, the acquisition may be conducted (i) through a stock exchange, (ii) by means of a public offer directed at all shareholders or a public solicitation to submit offers, (iii) by means of a public offer or a public solicitation to submit an offer for the exchange of liquid shares which are admitted to trading on an organized market within the meaning of the WpÜG (hereinafter “Exchange Shares”), against shares of the Company, (hereinafter “Exchange Offer”) or (iv) by means of granting tender rights to shareholders: • If the acquisition is conducted through a stock exchange, the consideration paid by the Company for each share of the Company (not including incidental acquisition costs) may not exceed or fall short by more than 10% of the opening price of one share of the Company in the Xetra trading system (or a comparable successor system) as determined in the opening auction. The Management Board determines the details of the acquisition. • If the acquisition is conducted through a public offer, or a public solicitation to submit offers, the offered acquisition price, or the values limiting the acquisition price range, per share (in each case not including incidental acquisition costs) may not exceed or fall short by more than 20% of the average stock exchange price (based on the closing price in the Xetra trading system (or a comparable successor system)) on the three trading days preceding the day on which the offer is published, or the solicitation to submit offers has been submitted. The offer or solicitation to submit offers may be adjusted if, after its publication or solicitation to submit offers, significant deviations between the aforementioned reference price and the offered acquisition price, or the values limiting the acquisition price, occur. In that case, the average of the three trading days preceding the publication of the respective adjustment will be decisive, and the aforementioned 20% limit will be applied to this amount. The volume of the public offer or the solicitation to submit offers may be limited. If, in the event of a public offer or the solicitation to submit offers, the volume of the offered shares exceeds the applicable repurchase volume, the repurchase may be carried out, by partially excluding the respective tender rights, in proportion to the number of offered shares (quota based on offered shares) instead of in proportion to the size of the offering shareholders’ shareholding in the Company (quota based on participation). Furthermore, in that case, by partially excluding the respective tender rights, a preferred acceptance of small offers of up to a maximum of 100 shares per shareholder, as well as a commercial rounding in order to avoid fractional numbers of shares, may be provided for. The details of the offer or public solicitation to shareholders to submit offers for sale will be determined by the Management Board. • If the acquisition is conducted by means of an Exchange Offer, the Company can determine either an exchange ratio or a respective exchange range at which it is willing to acquire the shares of the Company. In this regard, a cash consideration may be provided for as supplementary purchase price payment or as compensation for fractional amounts. The exchange ratio or a respective exchange range (not including incidental acquisition costs, but including any compensation for fractional amounts) may not exceed or fall short of the relevant value of a share of the Company by more than 20%. The basis of the calculation of the exchange ratio or the exchange range, respectively, is the average of the closing prices of the shares of the Company and the Exchange Shares in the Xetra trading system (or a comparable successor system) on the three trading days preceding the day on which the Exchange Offer is published. The exchange ratio or the exchange range may be adjusted if, after the publication of the offer, significant deviations of the relevant prices of the shares of the Company or the Exchange Shares occur. In that case, the average of the

231 three trading days preceding the publication of the respective adjustment will be decisive, and the aforementioned 20% limit will be applied to this amount. The volume of the Exchange Offer may be limited. If the offer is oversubscribed, the acquisition may be carried out, by partially excluding the respective tender rights, in proportion to the number of offered shares (quota based on offered shares) instead of in proportion to the size of the offering shareholders’ shareholding in the Company (quota based on participation). Furthermore, in that case, by partially excluding the respective tender rights, a preferred acceptance of small offers of up to a maximum of 100 shares per shareholder, as well as a commercial rounding in order to avoid fractional numbers of shares, may be provided for. The details of the Exchange Offer will be determined by the Management Board. • If the acquisition is conducted by means of granting tender rights to shareholders, these tender rights can be granted on the basis of Company shares held by the shareholders. In proportion to the relation between the Company’s overall share capital and the volume of shares to be repurchased by the Company, a defined number of tender rights carries the right to sell one share of the Company to the Company. Tender rights may also be granted in a way that one tender right is granted for a defined number of shares, with the latter number being calculated based on the relation between the Company’s overall share capital and the volume of shares to be repurchased by the Company. Fractions of tender rights will not be granted; the corresponding partial tender rights are excluded. The price for which, by exercising a tender right, one share can be sold to the Company, or the values limiting the price range (in each case not including incidental acquisition costs) is determined and can be adjusted in the same way as it would or could be if the Company carried out the repurchase through a public solicitation to submit offers (see above). In the case of granting tender rights, however, the relevant day is the day on which the offer to repurchase shares by means of granting tender rights is published, or, if applicable, the day on which an adjustment is published. The Management Board determines all other details of the tender rights, including in particular, their conditions, term or expiration date and, if applicable, their tradability. The Management Board is authorized to sell treasury shares acquired on the basis of this authorization on the stock exchange or by way of a purchase offer to all shareholders. With regard to treasury shares that have been acquired under this authorization, the Management Board is authorized to use these shares for all purposes permitted by statutory law, including in particular, for the following purposes: • The shares may be used to satisfy conversion and/or option rights/obligations under convertible bonds, warrant bonds, profit participation rights or participating bonds issued by the Company or a company in which the Company directly or indirectly holds a majority interest. • The shares may be used to the extent necessary to grant holders or creditors of convertible bonds, warrant bonds or convertible profit participation rights issued by the Company and/or companies in which it holds a direct or indirect majority interest subscription rights to new shares to the extent to which they would be entitled after exercising their conversion or option rights or after fulfilling their option exercise or conversion obligations. • The shares may be sold against contribution in kind, particularly as partial or full consideration in connection with the acquisition of enterprises, parts of enterprises and participations in enterprises as well as in connection with the combination of enterprises of the acquisition of other assets. • The shares may be sold in other ways than through a stock exchange or by means of an offer directed to all shareholders if the shares are sold against cash consideration at a price that is not significantly lower than the stock exchange price of the Company’s shares. A further requirement of this authorization is that the shares that are sold subject to an exclusion of the shareholders’ subscription rights under section 71 para. 1 no. 8 sentence 5 in connection with section 186 para. 3 sentence 4 AktG must not constitute more than 10% of the share capital existing at the time of the adoption of the resolution or, if lower, at the time this authorization is utilized. To the extent that during the term of this authorization until its utilization other authorizations to issue or sell shares or to issue rights enabling or obliging the subscription of shares are exercised and the subscription right is excluded pursuant to or in analogous application of section 186 para. 3 sentence 4 AktG, this shall be counted towards the aforementioned 10% limit. A crediting pursuant to the preceding sentence ceases to apply with effect for the future if and to the extent that the respective authorization, the exercise of which led to the crediting, is granted again by the general meeting.

232 • The shares may be transferred to employees and/or retirees of the Company and to employees and/ or retirees of companies affiliated with the Company pursuant to sections 15 et seq. AktG. • The shares may be used for the implementation of a scrip dividend, in particular by offering the shareholders to contribute their dividend, either in whole or in part, to the Company in return for the granting of treasury shares. • The shares may be cancelled, without such cancellation depending on a separate resolution of the general meeting. The shares may also be cancelled in the simplified procedure, without a reduction of the share capital, by way of adjusting the pro rata share capital amount represented by each remaining no-par value share. The cancellation may be limited to a part of the repurchased shares. The authorization to cancel shares may be exercised on more than one occasion. If the cancellation is carried out in the simplified procedure, the Management Board is authorized to adjust the number of no-par value shares in the Articles of Association. The cancellation may be carried out in connection with a share capital reduction; in that case, the Management Board is authorized to reduce the share capital amount by the pro rata share capital amount represented by the cancelled shares and to adjust accordingly the number of shares and the share capital amount in the Articles of Association. The Supervisory Board is authorized to transfer treasury shares acquired on the basis of the authorization to the members of the Management Board in order to satisfy entitlements of Management Board members under long-term incentives (“Long Term Incentives Plan”) granted by the Company. The Long Term Incentives Plan must provide for a minimum period of four years until the respective beneficiary can monetize the respective allocation from the Long Term Incentives Plan and the plan conditions must be geared towards the long-term sustainable development of the Company. The aforementioned authorizations regarding the use of acquired treasury shares also apply to the use of Company shares acquired on the basis of section 71d sentence 5 AktG. The aforementioned authorizations regarding the use of acquired treasury shares may be exercised in one or several occasions, in whole or in partial amounts, separately or collectively, it may also be exercised by controlled enterprises or subsidiary enterprises or by third parties acting on their account or on the account of the Company. Shareholders’ subscription rights in respect of these treasury shares are excluded to the extent that these shares are used in accordance with the above authorizations regarding the use of acquired treasury shares (except for the latter authorization to cancel acquired treasury shares). In addition, the Management Board may exclude shareholders’ subscription rights for fractional amounts in the case of a sale of treasury shares by means of an offer to all shareholders. The Management Board may make use of all aforementioned authorizations only with the consent of the Supervisory Board. In addition, and within the limitations set by the aforementioned shareholders’ resolution, the Company’s general meeting held on February 18, 2021 also authorized the Management Board to complete the acquisition of treasury shares by using equity derivatives. The Management Board is authorized to sell options which require the Company to acquire shares of the Company upon the exercise of the option (“put option”), to acquire options which entitle the Company to acquire shares of the Company upon the exercise of the option (“call option”), to conclude forward purchases, in which the Company acquires treasury shares at a certain point of time in the future, and to acquire shares by using a combination of call and put options and forward purchase agreements at the same time (put options, call options and combinations of put and call options and forward purchase agreements, collectively “equity derivatives”). The authorization may be exercised in whole or in part, in one or in several transaction(s), including different transactions, by the Company, but also by controlled enterprises or subsidiary enterprises, or by third parties mandated by the Company or by controlled enterprises or subsidiary enterprises. All share acquisitions based on equity derivatives are limited to a maximum volume of 5% of the share capital existing on the date on which the resolution is adopted by the general meeting or, if this amount is lower, on the date on which the aforementioned authorization is exercised. The equity derivatives must be concluded with one or more credit institution(s), one or more companies pursuant to section 53 para. 1 sentence 1 or section 53b para. 1 sentence 1 or para. 7 of the German Banking Act or with a group or a syndicate of credit institutions and/or such companies. They must be set up in a way to ensure that the equity derivatives are only serviced with shares which were acquired under observance of the principle of equal treatment of shareholders; the acquisition of shares on the stock exchange satisfies this requirement. The purchase price paid for call options or the sales price received for put options or the price

233 paid or received for a combination of call and put options by the Company shall not be substantially above or below the theoretical market value of the respective options calculated in accordance with recognized financial mathematical methods which must factor in the negotiated strike price among other things. The price agreed by the Company for forward purchases may not materially exceed the theoretical forward price as calculated in line with recognised methods of financial mathematics, which must factor in the current stock exchange price and the term of the forward purchase, among other things. In addition, all share purchases using equity derivatives are limited to shares representing a total pro rata amount of the share capital of no more than 5% of the share capital at the time this authorization takes effect or, if the value is lower, at the time it is exercised. The term of each equity derivative may not exceed 18 months, and is required to end on February 15, 2026 at the latest and chosen in such a way that the shares are acquired upon the exercise or fulfilment of the equity derivatives no later than February 15, 2026. The purchase price per share to be paid when exercising the option or upon the maturity of the forward purchase may not exceed or fall short by more than 10% of the average closing prices in the Xetra trading system (or a comparable successor system) on the three trading days preceding the day of the conclusion of the respective option transaction or forward purchase (in each case excluding incidental acquisition costs but taking into account the option premium received or paid). Furthermore, an agreement with one or more credit institution or the previously defined companies may be concluded so that this institution/company or these institutions/companies will deliver a previously determined number of shares or a previously determined euro equivalent of shares of the Company within a previously defined period of no more than 18 months to the Company (“repurchase program”). The credit institution or previously defined companies must undertake to purchase the shares to be delivered via the stock exchange at prices within the range that would apply if the Company had purchased the shares directly via the stock exchange itself. Acquisitions of shares by utilizing this authorization are limited to shares in the amount of no more than 5% of the share capital at the time this authorization becomes effective or, if the following value is lower, at the time this authorization is utilized and must end by February 15, 2026. In the event that treasury shares are acquired using equity derivatives or through a repurchase program in accordance with the above rules, any rights of shareholders to conclude such equity derivatives or repurchase programs with the Company are excluded, analogous to section 186 para. 3 sentence 4 AktG. Shareholders will have a right of tender in relation to their shares in the Company only to the extent that the Company has an obligation under the derivatives transactions to purchase their shares. Any further right of tender will be excluded. For the use of treasury shares acquired using equity derivates or through a repurchase program the provisions set out in this prospectus regarding the use of acquired treasury shares shall apply mutatis mutandis. Shareholders’ subscription rights to treasury shares will be excluded to the extent that such shares are used in accordance with the provisions set out in the previous authorization regarding the use of acquired treasury shares (except for the authorization to cancel acquired treasury shares). The provisions set out in the previous authorization to purchase and use treasury shares regarding the exclusion of shareholders’ subscription rights applies mutatis mutandis. The authorization is valid until February 15, 2026, and the Management Board may make use of it only with the consent of the Supervisory Board.

21.7 General Provisions Governing a Liquidation of the Company Apart from liquidation as a result of insolvency proceedings, the Company may only be liquidated by a resolution of the general meeting to dissolve the Company by way of a liquidation procedure. The general meeting resolution requires a majority of the votes cast and a majority of at least 75% of the share capital represented at the general meeting when the resolution is passed. In the event of the Company’s liquidation, pursuant to the AktG, any assets remaining following settlement of the Company’s liabilities is required to be distributed among the Company’s shareholders in proportion to their shareholdings. The AktG provides certain protections for creditors to be observed in the event of a liquidation of the Company.

21.8 General Provisions Governing a Change in the Share Capital The AktG provides that the share capital of a stock corporation may be increased by a resolution adopted at the general meeting. Such resolution must be adopted in general by a simple majority of the votes cast (Stimmenmehrheit) as well as a majority of at least 75% of the share capital represented (Kapitalmehrheit) when the resolution is passed, unless the articles of association provide for a different majority. However,

234 section 17 para. 2 of the Articles of Association provides that resolutions of the general meeting will be adopted by a simple majority of the votes cast (Stimmenmehrheit), unless a higher majority is required by mandatory law or by the Articles of Association. Further, in case mandatory law requires a majority of the share capital in addition to a majority of votes cast for resolutions of the Company’s general meeting, a simple majority of the share capital represented (Kapitalmehrheit) will be sufficient, unless a higher majority of the share capital is required by mandatory law. Accordingly, certain capital measures that do not mandatorily require adoption by a majority of at least 75% of the share capital represented when the resolution is passed (e.g., capital increases from the Company’s own funds), may be adopted by a simple majority. In addition, the general meeting may resolve to issue authorized capital (Genehmigtes Kapital) by a simple majority of the votes cast and a majority of at least 75% of the share capital represented when the resolution is passed. The authorized capital authorizes the Management Board, subject to the approval of the Supervisory Board, to issue shares of up to a specific amount within a period not exceeding five years. The nominal amount of such issuance may not exceed 50% of the share capital in existence at the time the resolution of the general meeting is registered with the commercial register (Handelsregister). The existing authorized capital for the Company is described above under “21.3 Authorized Capital.” Additionally, shareholders may resolve to create conditional capital (Bedingtes Kapital) for the purpose of issuing shares (i) to holders of convertible bonds or other securities convertible into shares of the Company, (ii) as consideration in connection with a merger with another company, or (iii) offered to executives and employees of the Company or an affiliated company. A resolution to create conditional capital must be adopted by a simple majority of the votes cast and at least 75% of the share capital represented when the resolution is passed. The nominal amount of the conditional capital created for the purpose of share issues to executives and employees may not exceed 10% of the nominal share capital in existence at the time such resolution is passed, while the nominal amount of the conditional capital created for the purpose of share issues to holders of convertible bonds or other securities convertible into shares of the Company or as consideration in connection with a merger with another company may not exceed 50% of the nominal share capital in existence at the time such resolution is passed; however, there is generally no limitation with respect to a time period during which the conditional capital may be used. The creation of conditional capital (Bedingtes Kapital) beyond this threshold is permitted only for the purpose of enabling the Company to make an exchange in the event of its impending insolvency or for the purpose of averting over indebtedness. The existing conditional capital for the Company is described above under “21.4 Conditional Capital.” The authorization of the Management Board to issue convertible bonds or other securities convertible into shares of the Company must be limited to a period not exceeding five years from the date of the respective shareholder resolution (see “21.5 Authorization to Issue Convertible Bonds and/or Warrant Bonds, Profit Participation Rights or Participating Bonds.”) A resolution to decrease the share capital must generally be adopted by a simple majority of the votes cast and at least 75% of the share capital represented when the resolution is passed. A decrease of the share capital is also possible upon cancellation of treasury shares if the authorization granted to the Management Board by the general meeting to purchase treasury shares explicitly allows for such cancellation (see “21.6 Authorization to Purchase and Use Treasury Shares”).

21.9 General Provisions Governing Subscription Rights Section 186 AktG generally grants all shareholders the right to subscribe for new shares of the Company issued within the framework of a capital increase. The same applies to convertible bonds, bonds with warrants, profit participation rights and participating bonds. Subscription rights are freely transferable and may be traded on German stock exchanges for a prescribed period before the deadline for subscription expires. The general meeting may resolve to exclude shareholders’ subscription rights; such resolution requires adoption by a simple majority of the votes cast and at least 75% of the share capital represented when the resolution is passed. Exclusion of shareholders’ subscription rights, wholly or in part, also requires a report from the Management Board to the general meeting that justifies the exclusion and demonstrates that the Company’s interest in excluding subscription rights outweighs the interests of the shareholders to be granted subscription rights. An exclusion of shareholders’ subscription rights upon issuance of new shares is generally permissible, provided the Company increases its share capital against cash contributions, the amount of the capital increase of the issued shares with no subscription rights does not exceed 10% of the existing share capital at issue (both at the time when the authorization takes effect and at the time when it is authorized) and the issue price of the new shares is not substantially lower than the stock exchange price of the shares (so-called “simplified exclusion of subscription rights”).

235 21.10 Exclusion of Minority Shareholders 21.10.1 Squeeze-Out under Stock Corporation Law Sections 327a et seq. AktG, which govern a so-called “squeeze-out under stock corporation law,” provide that upon request of a shareholder holding 95% or more of the Company’s share capital, the general meeting may resolve to transfer the shares of minority shareholders to such majority shareholder against payment of adequate compensation in cash. The amount of cash compensation offered to minority shareholders must reflect “the circumstances of the Company” at the time the general meeting passes the resolution. The amount of cash compensation is based on the full value of the Company, which is generally determined using the capitalized earnings method (Ertragswertmethode). Minority shareholders are entitled to file for an appraisal proceeding (Spruchverfahren), wherein the court will review the appropriateness (Angemessenheit) of cash compensation.

21.10.2 Squeeze-Out and Tender Rights under Takeover Law Under sections 39a and 39b of the WpÜG, in the event of a so-called “squeeze-out under takeover law,” an offeror holding at least 95% of the voting share capital of a target company (as defined in the WpÜG) following a takeover bid or mandatory offer may, within three months of the expiry of the acceptance period of the offer, request the regional court (Landgericht) of Frankfurt am Main, Germany, to order the transfer of the remaining voting shares to such offeror against payment of an adequate compensation. Such transfer does not require a resolution of the target company’s general meeting. The consideration paid in connection with the takeover bid or mandatory offer is considered adequate if the offeror has obtained at least 90% of the share capital that was subject to the offer. The nature of the compensation must be the same as the consideration paid under the takeover bid or mandatory offer, while at all times a cash compensation must also be offered. In addition, following a takeover bid or mandatory offer, the shareholders in a target company who have not accepted the offer may do so up to three months after the acceptance period has expired (section 39c of the WpÜG, a so-called “sell-out”), provided the offeror is entitled to petition for the transfer of the outstanding voting shares in accordance with section 39a of the WpÜG. The provisions for a squeeze-out under stock corporation law cease to apply once an offeror has petitioned for a squeeze-out under takeover law, and only apply again when these proceedings have been definitively completed.

21.10.3 Squeeze-Out under Transformation Law Under section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz—“UmwG”), a majority shareholder holding at least 90% of the Company’s share capital may require the Company’s general meeting to resolve to transfer the shares of the minority shareholders to such majority shareholder against payment of an adequate compensation in cash, provided that (i) the majority shareholder is a stock corporation (Aktiengesellschaft), a partnership limited by shares (Kommanditgesellschaft auf Aktien) or a European stock corporation (Societas Europaea—“SE”) having its registered office (Sitz) in Germany, and (ii) the squeeze-out is performed to facilitate an upstream merger under the UmwG of the Company into the majority shareholder. The general meeting held to approve the squeeze-out must take place within three months of the conclusion of the merger agreement. The procedure for a squeeze-out under the UmwG is essentially identical to the “squeeze-out under stock corporation law” described above, including the minority shareholders’ right to have the appropriateness (Angemessenheit) of the cash compensation reviewed.

21.10.4 Integration Under sections 319 et seq. AktG, the Company’s general meeting may vote for an integration (Eingliederung) into another stock corporation that has its registered office (Sitz) in Germany, provided the prospective parent company holds at least 95% of the shares of the Company. The former shareholders of the Company are entitled to adequate compensation, which generally must be provided in the form of shares in the parent company. The amount of the compensation must be determined using the “merger value ratio” (Verschmelzungswertrelation) between the two companies, i.e., the exchange ratio which would be considered reasonable in the event of merging the two companies. Fractional amounts may be paid out in cash. If the prospective parent company is a controlled company (i.e., another company can exert direct or indirect controlling influence over the prospective parent company), the shareholders of the Company may also request an adequate cash compensation instead of compensation in the form of shares of the prospective parent company.

236 21.11 Shareholder Notification Requirements, Mandatory Takeover Bids and Managers’ Transactions Since the Company will apply for the admission of the Company’s shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), with simultaneous admissions to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the Company is subject to the Securities Trading Act (Wertpapierhandelsgesetz— “WpHG”) provisions governing, inter alia, disclosure requirements for significant shareholdings, and the WpÜG provisions governing takeover bids and mandatory offers, as well as the MAR provisions governing, inter alia, obligations of persons discharging managerial responsibilities to disclose transactions in the Company’s shares, debt instruments, related derivatives or other related financial instruments.

21.11.1 Notification Requirements of Shareholders Pursuant to section 33 para. 1 of the WpHG, anyone who acquires or whose shareholding in any other way reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the total number of voting rights in the Company is required to concurrently notify the Company and the BaFin of such occurrence. Subsequent notifications are required if such person reaches or exceeds another of the aforementioned thresholds or sells or in any other way falls below the aforementioned thresholds. All such notifications must be submitted without undue delay, and no later than four trading days. The four-day notification period starts at the time the person or the entity subject to the notification requirement has knowledge of, or in consideration of the circumstances should have had knowledge of, his or her proportion of voting rights reaching, exceeding or falling below the aforementioned thresholds. The WpHG contains a conclusive presumption that the person or the entity subject to the notification requirement has knowledge at the latest two trading days after such an event occurs. Moreover, a person or entity is deemed to already hold shares as of the point in time such person or entity has an unconditional and due claim of transfer related to such shares pursuant to section 33 para. 3 of the WpHG. If a threshold has been reached or crossed due to a change in the total number of voting rights, the notification period starts at the time the person or entity, subject to the notification requirement, has knowledge about such change, or upon the publication of the revised total number of voting rights by the Company, at the latest. In connection with these requirements, section 34 of the WpHG contains various attribution rules. For example, voting rights attached to shares held by a subsidiary are attributed to its parent company. Similarly, voting rights attached to shares held by a third party for the account of a person or entity are attributed to such person or entity. Voting rights which a person or entity is able to exercise as a proxy according to such person’s or entity’s discretion are also attributed to such person or entity. Furthermore, any coordination by a person or entity with a third party on the basis of an agreement or in any other way generally results in a mutual attribution of the full amount of voting rights held by, or attributed to, the third party as well as to such person or entity. Such acting in concert generally requires a consultation on the exercise of voting rights or other efforts designed to effect a permanent and material change in the business strategy of the Company. Accordingly, the exercise of voting rights does not necessarily have to be the subject of acting in concert. Coordination in individual cases, however, is not considered as acting in concert. Except for the 3% threshold, similar notification requirements towards the Company and the BaFin exist pursuant to section 38 para. 1 of the WpHG, if the aforementioned thresholds are reached, exceeded or fallen below, because a person or entity holds instruments that (i) confer to him or her (a) the unconditional right to acquire already issued shares of the Company to which voting rights are attached when due or (b) discretion to exercise his or her right to acquire such shares or (ii) relate to such shares and have a similar economic effect as the aforementioned instruments, whether or not conferring a right to a physical settlement. Thus, the latter mentioned notification requirements also apply, for example pursuant to section 39 para. 1 of the WpHG, to share swaps against cash consideration and contracts for difference. In addition, a person or entity is subject to a notification requirement towards the Company and the BaFin pursuant to sections 33 para. 1 and 38 para. 1 of the WpHG if the sum of the voting rights from shares and instruments held or attributed to such person or entity reaches, exceeds or falls below the aforementioned thresholds, except for the 3% threshold. The number of voting rights relevant for the notification requirement will generally be calculated by reference to the full nominal amount of shares underlying the instrument except where the instrument provides exclusively for a cash settlement. Details for such calculations are set out in the Commission Delegated Regulation (EU) 2015/761 of December 17, 2014 supplementing Directive 2004/109/EC with regard to certain regulatory technical standards on major holdings.

237 21.11.2 Exceptions to Notification Requirements There are certain exceptions to the notification requirements. For example, a company is exempt from notification obligations if its parent company has filed a group notification pursuant to section 37 para. 1 of the WpHG. If the Company’s parent company is itself a subsidiary, then the relevant company is exempt from notification obligations if its parent’s parent company has filed such group notification. Moreover, shares or instruments held by a credit institution or a credit securities services company with a registered office (Sitz) in the EU or in an EEA member state are not taken into account for determining the notification obligation or proportion of voting rights held, provided (i) the shares or instruments are held in such credit institution’s or credit securities services company’s trading book, (ii) they amount to no more than 5% of the Company’s voting rights, do not grant the right to acquire more than 5% of the voting rights, or do not have a similar economic effect, and (iii) it is ensured that the voting rights pertaining to such shares or instruments are not exercised or otherwise utilized.

21.11.3 Fulfillment of Notification Requirements If any notification obligation is triggered, the notifying person or entity is required to complete the notification form included as an annex to the German Securities Trading Notification Regulation (Wertpapierhandelsanzeigeverordnung). The notice may be submitted either in German or English, in hard copy or via facsimile. Irrespective of the event triggering the notification, the notice must include (i) the number and proportion of voting rights, (ii) the number and proportion of instruments, and (iii) the aggregate number and proportion of voting rights and instruments held by, or attributed to, the notifying person or entity. In addition, the notice must include certain attribution details (e.g., the first name, surname and date of birth of the notifying individual or the legal name, registered office (Sitz) and state of a notifying entity, the event triggering the notification, the date on which the threshold was reached or crossed and whether voting rights or instruments are attributed). As a German domestic issuer, the Company is required to publish such notices without undue delay, but no later than three trading days after receipt, via media outlets or outlets where it can be assumed that the notice will be disseminated in the entire EU and in all EEA member states. Under certain circumstances, such publications may be made in English only. The Company is also required to notify the BaFin of these publications, specifying the time of publication and the media used, and to transmit them to the German Company Register (Unternehmensregister) for storage.

21.11.4 Consequences of Violations of Notification Requirements If a shareholder fails to file a notice or provides false information with regard to shareholdings, pursuant to sections 33 and 34 of the WpHG, the rights attached to shares held by or attributed to such shareholder, do not exist for as long as the notification requirements are not fulfilled or not fulfilled appropriately. This temporary nullification of rights applies, in particular, to dividend, voting and subscription rights. However, it does not apply to entitlements to dividend and liquidation gains if the notifications were not omitted willfully and have since been submitted. If the shareholder willfully or with gross negligence fails to disclose the correct proportion of voting rights held, the rights attached to shares held by or attributed to such shareholder cease to exist for a period of six months after such shareholder has correctly filed the necessary notification, except if the variation was less than 10% of the actual voting right proportion and no notification with respect to reaching, exceeding or falling below the aforementioned thresholds, including the 3% threshold, was omitted. The same rules apply to shares held by a shareholder if such shareholder fails to file a notice or provides false information with regard to holdings in instruments or aggregate holdings in shares and instruments pursuant to sections 38 para. 1 and 39 para. 1 of the WpHG. In addition, a fine may be imposed for failure to comply with notification obligations. The BaFin also has the right to publish decisions on sanctions and measures with regard to violations of the disclosure obligations and persons responsible for such violations.

21.11.5 Special Notification Requirements for More than 10% of the Voting Rights Pursuant to section 43 of the WpHG, a shareholder who reaches or exceeds the threshold of 10% of the voting rights of the Company (after Admission of the Company’s shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)), or a higher threshold, is required to notify the Company (which has to publish such information) within 20 trading days regarding the objective being pursued through the acquisition of such voting rights, as well as regarding the source of funds used for the purchase. Afterwards, changes in those objectives must also be reported within 20 trading days. The Articles of Association have not made use of the option to release shareholders from this disclosure obligation. In calculating whether the 10% threshold has been reached, the aforementioned attribution rules apply.

238 21.12 Mandatory Offers Pursuant to the WpÜG, every person whose share of voting rights reaches or exceeds 30% of the voting rights of the Company is required to publish this fact, including the percentage of its voting rights, within seven calendar days. Such publication must be furnished on the internet and by means of an electronically operated system for disseminating financial information, unless an exemption has been granted by the BaFin. If no exemption has been granted, this publication has to be made within seven calendar days and include the total amount of voting rights held by and attributed to such person and, subsequently, such person is further required to submit a mandatory public tender offer to all holders of shares in the Company. The WpÜG contains a series of provisions intended to ensure the attribution of shareholdings to the person who actually controls the voting rights attached to such shares. If the relevant shareholder fails to give notice of reaching or exceeding the 30% threshold or fails to submit the mandatory tender offer, such shareholder is barred from exercising the rights associated with these shares (including voting rights and, in case of willful failure to send the notice and failure to subsequently send the notice in a timely manner, the right to dividends) for the duration of the non- compliance. A fine may also be imposed in such cases.

21.13 Transactions Undertaken for the Account of a Person with Management Duties According to article 19 of the MAR, a person discharging managerial responsibilities within the meaning of article 3 para. 1 No. 25 of the MAR (“Executive”) must notify the Company and the BaFin of transactions undertaken for their own account relating to the Company’s shares, debt instruments, or related financial instruments (subject to a EUR 20,000 de minimis exception per calendar year for all such transactions), including, inter alia, the pledging or lending of financial instruments, transactions undertaken by any person professionally arranging or executing transactions on behalf of an Executive or a closely associated person or entity of an Executive, including where discretion is exercised, and transactions made under a life insurance policy. Such notifications are required to be made promptly and no later than three business days after the date of the relevant transaction. For the purposes of the MAR, an Executive means a person within the Company who is a member of the administrative, management or supervisory body of the Company or a senior executive who is not such member but who has regular access to inside information relating directly or indirectly to the Company and who has power to make managerial decisions affecting the future developments and business prospects of the Company. A person closely associated with an Executive means certain family members, namely a spouse, a registered civil partner (eingetragener Lebenspartner), a dependent child as well as a relative who has shared the same household for at least one year on the date of the transaction concerned. A person closely associated also includes a legal person, trust or partnership, the managerial responsibilities of which are discharged by an Executive of the Company or by a family member of his or hers. Finally, the term includes a legal person, trust or partnership which is directly or indirectly controlled by an Executive (or by one of its family members) or which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person. The Company is required to ensure that such notifications are promptly made public and no later than two business days after the relevant transaction. In addition, the Company is required to, without undue delay, transmit the information to the German Company Register (Unternehmensregister) and notify the BaFin. Non- compliance with the notification requirements may result in a fine.

21.14 Post-Admission Disclosure Requirements After the Admission of the Company’s shares to trading, the Company will for the first time be subject to the legal disclosure requirements for German stock corporations with shares listed on a public exchange. These disclosure requirements include, inter alia, the disclosure of an audited report of the remuneration paid to members of the Management Board and the Supervisory Board (Vergütungsbericht), the disclosure of transactions with related parties, periodic financial reporting and other required disclosures according to the WpHG as well as disclosure requirements under the MAR. The Company will also be obliged under the Listing Rules of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Börsenordnung für die Frankfurter Wertpapierbörse), as amended from time to time, to publish quarterly statements, as the Company’s shares are to be listed on the Prime Standard sub-segment of the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). Pursuant to Article 17 of the MAR, the Company is required to inform the public as soon as possible of inside information (as defined below) which directly concerns the Company. In such case the Company is required to also, prior to informing the public, inform the BaFin and the management of the trading venues and facilities (Geschäftsführungen der Handelsplätze) where financial instruments of the Company have been

239 admitted to trading or been included in such trading, and, after publication, without undue delay transmit the information to the German Company Register (Unternehmensregister). Inside information comprises, inter alia, any information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the price of those financial instruments or on the price of related derivative financial instruments. The Company may, at its own risk, delay disclosure of inside information if (i) immediate disclosure is likely to prejudice the legitimate interests of the Company, (ii) delay of disclosure is not likely to mislead the public and (iii) the Company is able to ensure that the inside information will remain confidential. In such case, the Company is required to also inform the BaFin that disclosure of the information was delayed and provide a written explanation of how the conditions set out in the preceding sentence were met immediately after the information is disclosed to the public. Where disclosure of inside information has been delayed and the confidentiality of that inside information is no longer ensured, the Company is required to disclose such inside information to the public as soon as possible.

21.15 EU Short Selling Regulation (Ban on Naked Short Selling) Pursuant to Regulation (EU) No. 236/2012 of the European Parliament and of the Council of March 14, 2012 on short selling and certain aspects of credit default swaps (the “EU Short Selling Regulation”), the European Commission’s delegated regulation for the purposes of detailing the EU Short Selling Regulation, and the German EU Short Selling Implementation Act (EU-Leerverkaufs-Ausführungsgesetz) of November 15, 2012, the short selling of the Company’s shares is only permitted under certain conditions. Additionally, under the provisions of the EU Short Selling Regulation, significant net short selling positions in the Company’s shares must be reported to the BaFin and published if they exceed a specific percentage. The reporting and publication process is detailed in the German Regulation on Net Short Positions (Netto- Leerverkaufspositionsverordnung) of December 17, 2012. The net short selling positions are calculated by offsetting the short positions of a natural person or legal entity in the Company’s shares with its long positions in such shares. The details are regulated in the EU Short Selling Regulation and the other regulations which the European Commission enacted on short selling. In certain situations described in the EU Short Selling Regulation, the BaFin may restrict short selling and comparable transactions.

240 22 GOVERNING BODIES 22.1 Overview The Company’s governing bodies are the Management Board, the Supervisory Board and the general meeting. The Company has a two-tier management and control system, consisting of the Management Board and the Supervisory Board. The powers and responsibilities of these governing bodies are determined by the AktG, the German Corporate Governance Code (Deutscher Corporate Governance Kodex) (the “Code”), the Articles of Association and the internal rules of procedure for both the Supervisory Board (Geschäftsordnung für den Aufsichtsrat) and the Management Board (Geschäftsordnung für den Vorstand). The Management Board is responsible for managing the Company in accordance with applicable law, the Articles of Association and the rules of procedure for the Management Board, including the schedule of responsibilities (Geschäftsverteilungsplan), taking into account the resolutions of the general meeting. The members of the Management Board represent the Company in dealings with third parties. Simultaneous management and supervisory board membership in a German stock corporation is not permitted under the AktG; however, in exceptional cases and for an interim period, a member of the supervisory board may occupy a vacant seat on the management board of the same German stock corporation. During this period, such individual may not perform any duties for the supervisory board. Such stand-in arrangement is limited in time for a maximum period of one year. The Supervisory Board determines the exact number of members of the Management Board. Pursuant to the Articles of Association, the Management Board consists of at least two members. The Supervisory Board also appoints the members of the Management Board and is entitled to dismiss such members under certain circumstances. As set out in the AktG, the Supervisory Board advises and supervises the Management Board’s administration of the Company but is not itself authorized to manage the Company. Certain transactions of the Company and its dependent companies (abhängige Unternehmen) require the consent of the Supervisory Board. Matters subject to the consent of the Supervisory Board currently include the following: • Adoption of the annual plan and budget, including the planned extent of borrowings and investment plan, as well as any changes thereto; • Capital expenditures that are not explicitly included in the approved investment plan for the relevant financial year and where the value alone or together with other unforeseen capital expenditures exceeds EUR 25 million and that are not undertaken in accordance with the approved investment plan for the relevant financial year; • Establishment, acquisition, sale and other disposal of companies, equity investments and parts of companies (including by way of participating in capital increases or otherwise) as well as acquisition, sale and other disposal of businesses and business units (or parts thereof) and fixed assets, in each case if (i) the higher of (a) the book value, (b) the fair market value, (c) the consideration or (d) a loss on sale of the individual transaction exceeds the amount of EUR 50 million, or (ii) the relevant transaction results in a transfer (including by way of an acquisition or disposal of a majority stake in a company or group of companies) of 500 employees or more to or from the Group; • Conclusion, termination and material amendment of any merger, joint venture or similar cooperation agreements, as well as the entry into and dissolution of strategic alliances, in each case with any person or entity which is not an affiliated entity (sec. 15 et seq. AktG), and conclusion, material amendment and termination of agreements under which persons or entities which are not an affiliated entity (sec. 15 et seq. AktG) are granted any rights to the turnover or profits of the Company or any member of the Group, such as silent participations or profit-sharing loans; • Intra-Group reorganization measures, where these result, or may reasonably be expected to result, in actual or potential liabilities or other obligations for the Company or an affiliated entity (sec. 15 et seq. AktG), for example obligations for severance payments, tax liabilities or one-time expenses, that exceed EUR 125 million, and the conclusion, amendment and termination of any inter-company agreements pursuant to sec. 291 et seq. AktG; • Acquisition, sale, encumbrance and other disposal of real estate, rights equivalent to real estate or rights in real estate, including sale and lease back agreements, unless these transactions are explicitly approved in the approved annual plan and budget for the relevant financial year, if the value of the individual transaction exceeds EUR 10 million;

241 • The (i) granting of loans, other credit facilities and other financing, (ii) the issuance of bonds or incurrence of liabilities for borrowed money, and (iii) the assumption of any surety, guarantee or similar liability, as well as the granting of any collateral (in the case of (iii) except for retention of title securities granted in the ordinary course of business), in each case to the extent not explicitly approved in the annual plan and budget and if the transaction volume exceeds EUR 150 million. This will not apply to exclusively intra-Group transactions; • Establishment of programs for the repurchase of shares in the Company and for the repurchase of debt instruments of the Company if these debt instruments have an equity component; • Introduction of, and any changes to, option plans for employees and other employee participation programs as well as changes to fundamental principles of the remuneration and incentive system for employees of the Company and its affiliated entities (sec. 15 et seq. AktG); • Decisions and measures of the Company that fundamentally change the Company’s or the Group’s net assets, financial position, results of operations or risk (co-)exposure, including measures that affect the structure, such as the commencement, discontinuation or reduction of lines of business or major fields of activities if such line of business or activity or its discontinuation or reduction relates to 5% of the Group’s revenue (excluding energy related revenue) or if 500 Group employees or more are to be affected by the measure, and measures that materially change the long-term goals, strategies and strategic alignment of the Company and the Group; and • Entering into settlement agreements in court or arbitration proceedings with a settlement value exceeding EUR 100 million. In addition to the aforementioned transactions and measures, the Supervisory Board may stipulate other types of transactions and measures to be subject to a requirement of its consent within the internal rules of procedure for the Management Board or for the Supervisory Board or by a resolution of its members. The Supervisory Board may also approve a certain group of the above-mentioned transactions in general. Each member of the Management Board and Supervisory Board owes a duty of loyalty, duty of legality and duty of care to the Company. Members of these bodies must consider in their decision-making a broad spectrum of interests, particularly those of the Company and its shareholders, employees and creditors. In addition, the Management Board must take into consideration the shareholders’ rights to equal treatment and equal access to information. If members of the Management Board or Supervisory Board breach their duties, they may be individually liable or jointly and severally liable with the other members of the Management Board or the Supervisory Board to the Company for compensatory damages. Under German law, a shareholder generally has no right to proceed directly against members of the Management Board or Supervisory Board to assert a breach of their duties to the Company. In general, only the Company has the right to enforce claims for damages against the members of the Management Board or Supervisory Board. With respect to claims against Supervisory Board members, the Company is represented by the Management Board, and the Supervisory Board represents the Company with respect to claims against members of the Management Board. Pursuant to a decision of the German Federal Supreme Court (Bundesgerichtshof), the Supervisory Board is required to assert damages claims against the Management Board if they are likely to succeed, unless significant interests of the Company conflict with the pursuit of such claims and outweigh the reasons for bringing such claims. Even if they decide not to pursue a claim, the Management Board and the Supervisory Board must nevertheless assert the Company’s claims for damages if a resolution to this effect is passed by the general meeting with a simple majority vote. The general meeting may also appoint a special representative (besonderer Vertreter) to assert the claims. Such a special representative may also be appointed by the court upon a request by shareholders whose shares together amount to not less than 1/10th of the share capital or represent a pro rata amount of EUR 1,000,000. In addition, the general meeting may appoint a special auditor (Sonderprüfer) to audit transactions, particularly management transactions, by a simple majority vote. If the general meeting rejects a motion to appoint a special auditor, the court must appoint a special auditor upon the request of shareholders whose shares together amount to not less than 1/100th of the share capital at the time the request is filed or represent a pro rata amount of EUR 100,000 if facts exist that justify the suspicion that the behavior in question constituted dishonesty or gross violations of the law or the Articles of Association. If the general meeting appoints a special auditor, the court must appoint another special auditor upon the petition of shareholders whose shares cumulatively constitute 1% of the share capital at the time the petition is filed or constitute a pro rata share of EUR 100,000 if this appears necessary, in particular because the appointed special auditor is unsuited.

242 Shareholders and shareholder associations can solicit other shareholders to file a petition, jointly or by proxy, for a special audit, for the appointment of a special representative, or to convene a general meeting or exercise voting rights in a general meeting in the shareholders’ forum of the German Federal Gazette (Bundesanzeiger), which is also accessible via the website of the German Company Register (Unternehmensregister). If there are facts that justify the suspicion that the Company was harmed by dishonesty or a gross violation of law or the Articles of Association, shareholders who collectively hold 1% of the share capital or a pro rata share of EUR 100,000 may also, under certain further conditions, seek damages from members of the Company’s governing bodies in their own names through court proceedings seeking leave to file a claim for damages. Such claims, however, become inadmissible if the Company itself files a claim for damages. The Company may only waive or settle claims for damages against members of the Management Board or Supervisory Board three years after such claims arose and if the shareholders grant their consent at the general meeting by simple majority vote and if no objection is raised and documented in the minutes of the general meeting by shareholders whose shares cumulatively constitute 10% of the share capital. Under German law, individual shareholders and all other persons are prohibited from using their influence on the Company to cause a member of the Management Board or the Supervisory Board to take an action detrimental to the Company. A shareholder with a controlling influence may not use that influence to cause the Company to act contrary to its own interests unless there is a domination agreement (Beherrschungsvertrag) between the shareholder and the Company and unless the influence remains within the boundaries of certain mandatory provisions of law or compensation is paid for the disadvantages that the Company suffers from such influence. Any person who intentionally uses his or her influence on the Company to cause a member of the Management Board or the Supervisory Board, an authorized representative (Prokurist) or an authorized agent (Handlungsbevollmächtigter) to act to the detriment of the Company or its shareholders is liable to compensate the Company and the affected shareholders for the resulting losses. Alongside a person who uses his or her influence to the detriment of the Company, the members of the Management Board and Supervisory Board can be jointly and severally liable, if they acted in violation of their duties.

22.2 Management Board 22.2.1 Overview Under the Articles of Association, the Management Board consists of at least two members. The Supervisory Board determines the exact number of members, and may appoint a member of the Management Board to act as chairperson of the Management Board and another member as vice chairperson. Pursuant to section 84 para. 1 sentence 1 AktG, the Supervisory Board appoints members of the Management Board for a maximum term of five years. Reappointment or extension of the term of members of the Management Board, each for a maximum period of up to five years, is permissible. The Supervisory Board may revoke the appointment of a member of the Management Board prior to the expiration of the member’s term for good cause, such as a gross breach of fiduciary duty, or if the general meeting passes a vote of no-confidence with respect to such member, unless the no-confidence vote was clearly unreasonable. The Supervisory Board is also responsible for entering into, amending and terminating service agreements with members of the Management Board and, in general, for representing the Company in and out of court vis-à-vis the Management Board. The Management Board makes decisions in its meetings with the approval of a simple majority of the votes cast, outside meetings with a simple majority of its members. The Management Board has quorum when all members have been invited and at least half of the members participate in the adoption of a resolution. As a rule, the Management Board will pass resolutions in meetings, including at meetings held via telephone and video conferences. If no Management Board member objects, resolutions may also be passed, at the order of the chairperson of the Management Board, outside meetings via telephone or video conference or by votes transmitted in writing, by facsimile, by email or by other commonly used means of communication. Absent members are required to be informed without undue delay of the resolutions passed in their absence. At the instruction of the chairperson of the Management Board, a resolution passed in the meeting may be combined with a resolution passed outside the meeting. The Management Board adopts resolutions by a majority of the votes cast by the participating members unless the Management Board consists of two members, in which case resolutions may be passed unanimously only. Further details, particularly regarding composition, duties, overall responsibility, allocation of responsibility for particular functions and internal organization are governed by the internal rules of procedure for the Management Board which were resolved by the Supervisory Board on February 9, 2021 and entered into force with immediate effect on the same day.

243 The Company is legally represented vis-à-vis third parties and in court proceedings by two members of the Management Board or by one member of the Management Board together with an authorized representative (Prokurist). The internal rules of procedure for the Management Board, which were adopted by the Supervisory Board on February 9, 2021, provide for a delegation of responsibilities to individual members of the Management Board on the basis of the schedule of responsibilities (Geschäftsverteilungsplan). The schedule of responsibilities is an annex to the internal rules of procedure for the Management Board and it falls within the Supervisory Board’s power to pass, change or repeal the schedule of responsibilities for the Management Board.

22.2.2 Members of the Management Board The following table lists the current members of the Management Board and their respective responsibilities:

First appointed Name/Position Born in(1) Appointed until Responsibilities Vivek Badrinath ...... 1969 2020 December 31, 2023 Chief Executive Officer (“CEO”) Thomas Reisten ...... 1972 2020 December 31, 2023 Chief Financial Officer (“CFO”) Christian Sommer . . . . . 1967 2020 December 31, 2023 General Counsel (“General Counsel”), Company Secretary

Note: (1) Reflects first appointment as a managing director of Vantage Towers GmbH (i.e. prior to the change of legal form of the Company). The following description provides summaries of the curricula vitae of the current members of the Management Board and indicates their principal activities outside the Group to the extent those activities are significant with respect to the Group.

Vivek Badrinath Mr. Badrinath studied engineering and applied mathematics at the École Polytechnique and the École Nationale Supérieure des Télécommunications (ENST). He joined Vodafone and the executive committee as CEO for Africa Middle East Asia Pacific (“AMAP”) in October 2016. Until April 2020, he oversaw Vodafone’s operations in South Africa, Australia, Egypt, Ghana, Kenya, New Zealand and Turkey and until February 2021 in India, which included overseeing three listed companies: Vodacom, Vodafone Idea Limited (until February 2021) and Safaricom. Additionally, he was a board member of Vodafone’s operations in South Africa, India, Qatar, Australia and Egypt. He served a term of two years as board member of the GSMA, the industry association of the mobile industry. From 2014 to 2016 he was at Accor SA as deputy chief executive, responsible for marketing, digital solutions, distribution and information systems. He had a long career in telecommunications, technology, and enterprise services within Orange S.A, where he served as deputy chief executive from 2013 to 2014, and held other roles including executive officer for business services and chief technology officer from 2004 to 2009. From 2000 to 2003, he ran the Indian operations of Thomson Multimedia. He was a board member of Nokia Oyj between 2014 and 2016, of Accor SA between 2016 and 2019, and is now a board member of Atos SE. Since April 2020, he has been a member of the Management Board and the chief executive officer of the Company.

Thomas Reisten Mr. Reisten studied business administration at the University of Münster, Germany. After his studies he started his career in 1998 in the Finance Department of Mannesmann D2, before it was acquired by the Vodafone group. Following several finance roles at Vodafone Germany, he had a number of different finance roles across the Vodafone footprint. He had financial oversight for the Vodafone Group operating companies in Africa, Asia, New Zealand and Australia, as well as Vodafone’s business-to-business operations globally. Mr. Reisten was chief financial officer of Vodafone Ireland from 2010 to 2013, chief financial officer of Vodafone Idea Limited from 2014 to 2018, chief financial officer of Vodafone Business from 2019 to 2020 and chief financial officer for AMAP Region from 2018 to 2020. Mr. Reisten was appointed chief financial officer of the Company in June 2020. On January 14, 2021, he was appointed chair of Cornerstone.

244 Mr. Reisten has been a member of the board of Indus Towers in India since 2014, one of the largest tower companies globally. He has previously also served on the board of Vodafone’s operations in India, Australia, Egypt, Ghana, New Zealand, South Africa and Vodafone Business.

Christian Sommer Mr. Sommer studied law at the university of Freiburg, Germany after finishing a banking apprenticeship at UniCredit. He is admitted to the legal bar in both Germany and the Czech Republic. He started his professional career in the group legal department of Mannesmann AG and subsequently joined the legal department of Mannesmann Eurokom GmbH. He joined Vodafone in 2001 where he held several positions in the legal department of Vodafone Group. Since May 2020, he has been the General Counsel of the Company. All members of the Management Board may be reached at the Company’s offices at Prinzenallee 11–13, 40549 Düsseldorf, Germany (telephone +49 211 617120). The following overview lists all of the companies and enterprises in which the members of the Management Board currently hold seats or have held seats on administrative, management or supervisory boards, or comparable German or foreign supervisory bodies, or of which they were partners during the last five years, with the exception of the Company and companies within the Group:

Vivek Badrinath Current seats: • Atos SE (France) Past seats: • GSM Association (GSMA) • Vodafone India Ltd, subsequently Vodafone Idea Ltd (India) • Vodafone Egypt Telecommunications SAE (Egypt) • Vodacom Group Ltd (South Africa) • Safaricom Plc (Kenya) • Vodafone Hutchison Australia Limited, subsequently TPG Telecom Ltd (Australia) • Vodafone and Qatar Foundation LLC (Qatar) • Vodafone Qatar PQSC (Qatar) • Accor SA (France) • AAPC India Hotel Management Pvt Ltd (India) • Nokia Oyj (Finland) Thomas Reisten Current seats: • Indus Towers Ltd (India) Past seats: • Vodafone India Ltd, subsequently Vodafone Idea Ltd (India) • Vodafone Egypt Telecommunications SAE (Egypt) • Ghana Telecommunications Company Ltd (Ghana) • Vodacom Group Ltd (South Africa) • Vodafone Australia Pty Ltd (Australia) • Vodafone Network Pty Ltd (Australia) • TPG Telecom Ltd (Australia) • Vodafone Hutchison Finance Pty Ltd (Australia) • Vodafone Hutchison Receivables Pty Ltd (Australia) • Vodafone Hutchison Spectrum Pty Ltd (Australia)

245 Christian Sommer Current seats: • None Past seats: • Vodafone Sales & Services Ltd • Vodafone IP Licensing Ltd

22.2.3 Remuneration and Other Benefits of the Members of the Management Board As noted above, all members of the Management Board were appointed after March 31, 2020. Accordingly, no member of the Management Board received any compensation from the Company during the financial year ended March 31, 2020. During the six months ended September 30, 2020 and the three months ended December 31, 2020, the Company was still established in the legal form of a German limited liability company (Gesellschaft mit beschränkter Haftung), and during these periods the aggregate remuneration paid by the Company to the members of the management board of Vantage Towers GmbH amounted to approximately EUR 800,000 and EUR 500,000, respectively. For further information, see Note 8 of the Audited Six-Month Condensed Combined Interim Financial Statements and Note 8 of the Unaudited Three-Month Condensed Combined Interim Financial Statements.

22.2.3.1 Remuneration System The remuneration system for the Management Board is intended to reflect the long-term strategic objectives of the Group and the responsibilities of the members of the Management Board as well as the scope of their roles, while at the same time considering each member’s level of experience. The members of the Management Board are incentivized to deliver guidance and beyond. It is the intention that approximately half of their maximum potential short term and long term incentive remuneration, where linked to financial metrics, is subject to meeting guidance targets. A meaningful portion of the variable incentives is dependent on the outperformance of the guidance targets (for a description of the performance based remuneration, see “22.2.3.1.2 Performance-Based Variable Remuneration Components”). The proposed target compensation structure for the members of the Management Board consists of non- performance and performance-based components. For Mr. Badrinath, Mr. Reisten and Mr. Sommer, the proposed target compensation structure comprises 26% to 36%, 42% to 52% and 39 to 49% base compensation (non-performance-based salary, including fringe benefits and transitional allowances, and pension contribution), respectively, 18% to 28%, 15% to 25% and 16% to 26% short-term performance-based compensation, respectively, and 41% to 51%, 28 to 38% and 30% to 40% long-term performance-based compensation, respectively, in each case as a proportion of the target compensation. The individual members of the Management Board will receive the following remuneration components:

22.2.3.1.1 Non-Performance-Based Salary The members of the Management Board receive a fixed annual base salary in cash which is paid in twelve instalments. Pursuant to the service agreements with each member of the Management Board, the annual base compensation is EUR 725,004 gross for Mr. Badrinath, EUR 410,004 gross for Mr. Reisten and EUR 280,008 gross for Mr. Sommer. In addition, certain monetary and non-monetary benefits are provided, such as supplementary enhanced sick pay for a period of up to twelve months, director and officer insurance (for each of the members of the Management Board), transitional allowance of EUR 288,000 gross in total for three years (Mr. Badrinath), transitional allowance of EUR 216,000 gross in total for three years (Mr. Reisten), invalidity and death insurance covering accidents based on the Company’s guidelines (as amended), provision of a company car or company car allowance and other fringe benefits such as contributions to health (including costs connected with preventive medical examinations), and pension insurance (each for all members of the Management Board).

246 22.2.3.1.2 Performance-Based Variable Remuneration Components The variable remuneration consists of the following components:

22.2.3.1.2.1 Short-Term Incentive The annual short-term incentive (the “STI”) will be paid in cash annually and is subject to certain financial KPIs consisting of Adjusted EBITDAaL (expected to be weighted 30%), Recurring Free Cash Flow (expected to be weighted 30%), incremental non-Vodafone revenue (expected to be weighted 20%) and non- financial KPIs (expected to be weighted 20%). For 100% target achievement, members of the Management Board will receive an STI, which amounts to 100% of the annual fixed salary (gross) for Mr. Badrinath and 60% of the annual fixed salary (gross) for Mr. Reisten and Mr. Sommer. After the end of every financial year, the Supervisory Board establishes the STI amount to be delivered, depending on the degree of target achievement, where the degree of target achievement for financial KPIs is calculated linearly between 0% and 200% and for non-financial KPIs the Supervisory Board assesses the performance of each metric and determines their respective achievement. The STI is capped at 200% of the target amount.

22.2.3.1.2.2 Long-Term Incentive Under the long-term incentive plan (“LTI”), typically during the beginning of each financial year, the members of the Management Board are granted annually an award of notional shares (the “Notional Shares”), for a certain performance period (typically three financial years) during which the performance conditions are measured (“Performance Period”). After the Performance Period, based on the relative fulfilment of the performance conditions and the non-occurrence of forfeiture events, the Supervisory Board will determine the number of Notional Shares that may vest and be transferred to the relevant member of the Management Board in the form of actual shares of the Company (“Actual Shares”). The Actual Shares are then subject to a holding period during which the Management Board members must not monetize the them. Such holding period ends no earlier than the fourth anniversary of the date of granting the Notional Shares. The number of Notional Shares vesting to the respective member of the Management Board at the end of the Performance Period is based on the achievement of the performance conditions. These include Recurring Free Cash Flow as a financial component (accounting for no less than 50%), total shareholder returns (“TSR”) compared to a peer group of companies of similar size and complexity as a market component and an ESG component. The relative weightings will be reviewed annually but are anticipated to be 60% Recurring Free Cash Flow, 30% TSR and 10% ESG for the first LTI grant. The achievement of the performance conditions will be calculated separately for each performance condition and the maximum number of Notional Shares which may vest with respect to a performance condition corresponds to the relative weighting of such performance condition. Each member of the Management Board has a target award level for each annual Notional Shares award. The annual target amount for a member of the Management Board equals 200% of the annual fixed base salary (gross) for Mr. Badrinath and 100% of the annual fixed base salary (gross) for Mr. Reisten and Mr. Sommer. The initial allocation of Notional Shares at the grant date is based on an assumed maximum achievement of the performance conditions (“Maximum Allocation”) and the number of Notional Shares so granted represents 200% of the Notional Shares which are equivalent to the Notional Shares pursuant to the respective target award level. In addition, at least for each performance condition which is linked to financial metrics, a minimum and maximum threshold level of performance will be established. The Notional Shares vesting in relation to each performance condition will then be calculated on the basis of the actual achievement, whereas in the case of reaching the minimum threshold, it is anticipated that 25% of the Maximum Allocation would vest, in the case of the achievement of the target level, 50% of the Maximum Allocation would vest, and in the case of reaching the maximum threshold performance, 100% of the Maximum Allocation would vest. In between the minimum performance threshold and the target level achievement as well as between the target level threshold and the maximum achievement of the performance conditions, the number of Notional Shares which will vest is calculated on a pro rata basis subject to the achievement of the performance conditions. If the minimum threshold is not reached, no Notional Shares will vest in relation to such performance condition. With respect to the ESG performance condition, the respective ESG performance targets will be determined at grant, and the long-term remuneration attributable to this performance condition will be determined after the end of the performance period.

247 The members of the Management Board will also be entitled to a dividend equivalent which is equivalent to the Euro amount of any dividends paid by the Company to its shareholders in the period between the grant date of the LTI and the date on which the Actual Shares are transferred to the members of the Management Board. This dividend equivalent will be granted in the form of additional Notional Shares. For that purpose, the dividend amount per share paid in the relevant period will be converted into shares (rounded down to nearest whole share) that will be added to the Notional Shares and, thus, will accordingly be subject to the adjustment and calculation mechanism regarding the Notional Shares granted at grant date and as described above. Such calculation is made on the basis of the stock price on the ex-dividend date. In the case of extraordinary events or developments, such as a demerger of the Company, material changes in the shareholder structure, or certain capital or structuring measures of the Company, the Company is entitled to prematurely vest the Notional Shares or adjust the terms or the number of Notional Shares, each subject to certain conditions. The maximum number of Actual Shares that may be transferred to a member of the Management Board following vesting may be capped by the total remuneration cap as determined in the individual service contracts of the members of the Management Board (see below “22.2.3.1.2.5 Maximum Remuneration”).

22.2.3.1.2.3 Malus and Clawback Malus and clawback provisions apply based on the members of the Management Board’s service contracts, in relation to the STI and LTI in the event of individual and/or organizational misconduct. Individual misconduct means intentional or grossly negligent conduct by the members of the Management Board that is unethical or in breach of their duties as well as in particular criminal behaviour (e.g., fraud or taking bribes). Organizational misconduct means cases in which the members of the Management Board have violated intentionally or grossly negligently their monitoring or organizational duties. Both kinds of misconduct may lead to a reduction of the STI and/or LTI by up to 100% of the maximum STI and/or LTI remuneration, or to the clawback of an STI and/or LTI (in part or in full) that has already been paid out, if the Company informs the member of the Management Board of the clawback within three years after pay-out.

22.2.3.1.2.4 Pension Benefits The members of the Management Board participate in the Vodafone pension scheme for senior executives (Vodafone Pensionsplan Führungskräfte). The monthly contribution of the Company under this scheme amounts to 3% of the fixed monthly base salary up to the applicable income threshold and 16% of the fixed monthly base salary above the applicable income threshold.

22.2.3.1.2.5 Maximum Remuneration The maximum remuneration is the numerical cap and, therefore, the highest possible actual pay-out that can be received for the relevant financial year consisting of non-performance-based salary (including fixed base salary, fringe benefits and pension benefit commitments), STI and long-term variable remuneration under the LTI. The maximum remuneration will be determined by the Supervisory Board and may be amended from time to time, subject to applicable law. The current maximum annual remuneration amounts to EUR 13 million for Mr. Badrinath, EUR 4 million for Mr. Reisten and EUR 4 million for Mr. Sommer. If the maximum remuneration is exceeded, the Supervisory Board will be entitled to reduce or, if payout or transfer, respectively, has already occurred, to claim back in accordance with the claw-back regulations the payout amount of the STI and/or the amount of shares to be transferred under the LTI plan equal to the amount by which the maximum remuneration has been exceeded.

22.2.3.2 Commitments in Connection with Termination of Management Board Membership The revocation of the appointment as member of the Management Board is subject to restrictions under statutory law and generally requires “good cause.” The impact of a revocation on the Management Board member’s compensation, including any severance, will depend on the terms of the service contract in place. If the service contract of a member of the Management Board is terminated during a financial year, the base salary and the variable remuneration (STI and LTI) as well as other remuneration components will be settled pro rata temporis, unless otherwise specified in the service contract. The target values for STI and LTI will be set pro rata temporis. The amount of the pay-out, respectively of the grant, will continue to be based on the originally agreed targets and criteria and will occur at the respective due date.

248 If the Company is entitled to terminate the service contract of a member of the Management Board for good cause or in case of an unjustified resignation from office by the member of the Management Board, the member of the Management Board is not entitled to any grants under the STI and LTI for the current financial year. In the event of a termination of service contract of a member of the Management before the agreed term has ended, any severance payment to compensate the remuneration of the member of the Management Board (including all fringe benefits and benefits in kind) will be limited to a maximum of two annual fixed base salaries. If the remaining duration of the service contract is less than two years, this severance cap will be reduced pro rata temporis. A possible severance payment will not be paid if the Company would be entitled to terminate the service contract according to Sec. 626 of the German Civil Code (BGB) or in case of resignation of the Board Member without good cause for which the Company is responsible.

22.2.3.3 Secondary Activities of Members of the Management Board; Term; D&O Insurance During the term of their service relationship, the assumption of Supervisory Board mandates, advisory board mandates and any other secondary occupation by members of the Management Board requires the prior consent of the Supervisory Board. During the term of the service agreement, the members of the Management Board are not permitted to work for a company or hold an interest in a company that competes with the Company or its affiliates or has a significant business relationship with the Company or its affiliates. Freelance or consulting work for such a company is also prohibited. The term of the service contracts between the members of the Management Board and the Company each commenced on January 16, 2021 and runs until and includes December 31, 2023. During such terms, each service contract may only be terminated for good cause under statutory law. All members of the Management Board are covered by the applicable directors and officers insurance policies with market standard coverage and a deductible in line with the respective provisions of the German Stock Corporation Act (Aktiengesetz) of 10% of the damage but not exceeding 150% of the fixed annual remuneration for all claims within one year. The directors and officers insurance policies cover financial losses arising from a breach of duty by the members of the Management Board in the course of fulfilling their duties.

22.2.3.4 Treatment of Vodafone Entitlements after Initial Public Offering The members of the Management Board currently participate in long term incentive programs of Vodafone Group Plc granted in the financial years ended March 31, 2019, 2020 and 2021 which would (if not amended), subject to the level of achievement of the performance conditions, result in the vesting of shares in Vodafone Group Plc in June 2021, June 2022 and June 2023. It is currently intended that the long term incentive granted in the financial year ended March 31, 2019 will result in the vesting of shares in Vodafone Group Plc. The long term incentive awards granted in the financial years ended March 31, 2020 and 2021 are currently subject to further discussions as to whether the underlying shares subject to these awards may be exchanged to result in the vesting of shares in the Company instead of shares in Vodafone Group Plc.

22.2.4 Shareholdings of the Members of the Management Board in the Company and Share Ownership Guidelines As of the date of this Prospectus, no member of the Management Board directly or indirectly holds Company shares or options on Company shares. Following the Offering, the CEO will be required to hold a value equivalent to 300% of the annual fixed base salary (gross) in shares of the Company. For the other members of the Management Board, the share ownership will be set at a value equivalent to 100% of the annual fixed base salary (gross) for the CFO and 50% of the annual fixed base salary (gross) for the General Counsel. An individual’s share ownership guideline needs to be met within five years from the date of their respective appointment.

22.3 Supervisory Board 22.3.1 Overview In accordance with the Articles of Association and sections 95 and 96 AktG, the Supervisory Board consists of nine members. All members of the Supervisory Board are elected by the Company’s general meeting. Further, simultaneously with the election of the Supervisory Board members, the general meeting may

249 appoint substitute members to replace a member of the Supervisory Board retiring before the expiration of his or her term without a successor having been appointed and in the sequence determined at the election. The term of office of such substitute members are to expire upon the conclusion of the general meeting at which a successor is appointed and at the latest at the end of the term of office of the leaving member. If the substitute member whose term of office has terminated due to the election of a successor was appointed as substitute member for several members of the Supervisory Board, its position as substitute member shall be renewed. Reelection of members of the Supervisory Board is possible. The Supervisory Board members, as well as each substitute member, are elected for a period ending with the close of the general meeting that resolves on the formal approval (Entlastung) of the Supervisory Board for the fourth financial year following the beginning of their term of office unless a shorter term of office is determined at the time when the Supervisory Board members are elected by general shareholders’ meeting. When calculating the respective term of office, the financial year in which the term of office commences shall be disregarded. The Supervisory Board members may be removed from office by a resolution of the general meeting if such resolution is approved by at least a majority of the votes cast. In addition, each member of the Supervisory Board and each substitute member may resign from office even without good cause with one month’s written notice which may be waived or shortened by the chairperson of the Supervisory Board or, in case if a resignation of the chairperson, his or her deputy. With good cause, the resignation may take place with immediate effect. Following the general meeting at which the members of the Supervisory Board have been elected for a new term, the Supervisory Board will elect a chairperson and one or several deputy chairpersons from among its members to serve for the duration of those members’ terms of office as members of the Supervisory Board, or a shorter period if so determined by the Supervisory Board. If the chairperson or a deputy chairperson leaves such office before the end of their term, the Supervisory Board will conduct a new election without undue delay. The Supervisory Board issues its own rules of procedure (Geschäftsordnung des Aufsichtsrats) in accordance with mandatory statutory provisions and the Articles of Association. It is further authorized to form committees from among its members in accordance with the law and the Articles of Association. To the extent permitted by law or by the Articles of Association, the Supervisory Board may delegate its duties and rights to its chairperson, individual members or committees comprising its members. The Supervisory Board will determine the composition, powers and procedures of the committees. The current version of the Supervisory Board’s internal rules of procedure was passed by resolution of the Supervisory Board on February 9, 2021. The Supervisory Board is required to hold at least two meetings in each calendar half-year and is required to hold one meeting in each calendar quarter. The Articles of Association provide that resolutions of the Supervisory Board will generally be passed in physical meetings. Resolutions on items on the agenda that have not been notified in good time may only be passed if no member objects to the vote. In such a case, absent members of the Supervisory Board shall be given the opportunity to object to the resolution within a reasonable period set by the chairperson. The resolution only becomes effective if no absent member has objected within the set period. At the request of the chairperson, resolutions of the Supervisory Board may also be passed (i) outside of physical meetings by votes submitted or cast in writing, by telephone, by video conference or by other means of electronic communication(s) (including email), including by circular procedure (Umlaufverfahren oder Rundruf), as well as (ii) by way of a combination of meeting and votes cast by members of the Supervisory Board not participating in the meeting. The Supervisory Board will constitute a quorum if at least half of the total number of members of which it has to be composed participate in the adoption of the resolution. Unless otherwise provided by mandatory law, resolutions of the Supervisory Board are passed by a simple majority of the votes cast. An abstention will not be considered as a vote cast.

250 22.3.2 Members of the Supervisory Board The following table lists the current members of the Supervisory Board:

Member Appointed Name Born since until Position Principal occupation Rüdiger Grube ...... 1951 2021 2025 Chairman Business Consultant Charles C. Green III ...... 1946 2021 2025 Member and Non-Executive Director and Advisor, Chair of Audit and edotco Group Sdn Bhd Risk Committee Non-Executive Director, Frontier Tower Associates Terence Rhodes ...... 1955 2021 2025 Member Professional Board Member Katja van Doren ...... 1966 2021 2025 Member and Chief Financial Officer and Chair of Remuneration Chief Human Resources Officer, Committee RWE Generation SE

Rosemary Martin ...... 1960 2021 2025 Deputy Chairperson General Counsel and Company Secretary, Vodafone Group Plc Michael Bird ...... 1982 2021 2025 Member Group M&A Director, Vodafone Group Plc Barbara Cavaleri ...... 1969 2021 2025 Member Finance Director, Vodafone Italy Johan Wibergh ...... 1963 2021 2025 Member Head of IT and Networks, Vodafone Group Plc Pinar Yemez ...... 1974 2021 2025 Member Human Resources Director, Vodafone Business and Group Functions The following description provides summaries of the curricula vitae of the current members of the Supervisory Board and indicates their principal activities outside the Group to the extent those activities are significant with respect to the Group.

Rüdiger Grube After technical training in metal aircraft construction at Messerschmitt-Bölkow-Blohm, Prof. Dr. Grube went on to study automotive engineering and aircraft construction at the University of Applied Sciences in Hamburg, graduating as a qualified engineer. Subsequently he studied vocational and business teaching at the University of Hamburg. He completed a doctorate in business and employment studies in 1986. From 1986 to 1989 he worked as a freelance consultant for Messerschmitt-Bölkow-Blohm and went on to work in a number of managerial posts at MBB SE, Deutsche Airbus GmbH and Daimler-Benz Aerospace AG. From 1996 to 1999 he was Senior Vice President and Head of Corporate Strategy at Daimler-Benz AG and DaimlerChrysler AG. After serving as CEO for one year of Häussler-Gruppe in 2000 he returned to DaimlerChrysler as Senior Vice President for Corporate Development and Head of Post-Merger-Integration, before becoming a member of the Board of Management. From 2001 to 2009 Prof. Dr. Grube was a member of the Board of Management at DaimlerChrysler AG (later Daimler AG) and was responsible for corporate development and equity interests as well as mergers and acquisitions and from 2004 onwards he was also responsible for all business in Northeast Asia. From 2005 to 2009 he was chairman of the supervisory board of EADS (subsequently Airbus Group SE). From 2009 to 2017 he was CEO and Chairman of the Management Board of Deutsche Bahn AG and since 2017 he chairs the investment banking business of U.S. advisory firm Lazard Limited in Germany. Prof. Dr. Grube has also been a member of various supervisory boards and boards of directors for companies such as Hyundai Motors, McLaren-Mercedes, Mitsubishi Motors as well as the Hamburg-Port Authority HPA. He is currently a member of the Advisory Council of Deutsche Bank Aktiengesellschaft, and of the supervisory boards of DEUFOL SE, RIB-Software SE and Alstom/Bombardier Germany GmbH, and chairman of the supervisory boards of Hamburger Hafen und Logistik AG HHLA and Vossloh AG. His honorary activities include being Chairman of the Board of Trustees of Deutsche Nationalstiftung (German national foundation). Prof. Dr. Grube is also Honorary Professor in Mobility and Logistics at the Technical University of Hamburg.

251 Charles C. Green III Mr. Green graduated with a Master of Business Administration (Finance) from the University of Texas at Austin, TX in 1969. He qualified as a Chartered Financial Analyst in 1974 and started his professional career in 1969 at J. P. Morgan Investment Management. He has international tower experience spanning over 22 years and has been a director of Treptow Development Company and Torch Energy Advisors Inc. and certain of its affiliates. Mr. Green was also executive vice president, group chief financial officer and director of all subsidiaries of Crown Castle International Corporation and launch chief executive officer and director of the International Digital Infrastructure Alliance. Further, Mr. Green has been co-founder, chief executive officer, executive chair and director of Helios Towers Africa LLP and a director of Helios Investment Partners. Mr. Green is a member of the CFA Institute and of the CFA Society of the UK (previously known as the UK Society of Investment Professionals). He has also been awarded the first Lifetime Achievement Award in the industry in 2016 and Top 20 Tower Industry Executives of 2020 by TowerXchange.

Terence Rhodes Mr. Rhodes holds an MSc in Economics from the London School of Economics, an MBA from London Business School and is a graduate of their Investment Management Program. He started his career as an economist at UK Government departments, including HM Treasury, and then worked in senior positions at O2/ BT Group Plc and Cable and Wireless Plc before co-founding Celtel. Mr. Rhodes has over 30 years of experience in mobile telecommunications, the last 12 years of which have been as a provider of tower Site services. From 2008 to 2020, Mr. Rhodes was a co-founder, director and from 2014, he was the chief executive officer of Eaton Towers Ltd, a UK based company providing telecommunications infrastructure in six countries across Africa. Previously, Mr. Rhodes co-founded Celtel International BV in 1998, a pan-African mobile telecoms company, operating in 14 countries. In 2012, Mr. Rhodes was a founder and non-executive director of Puma 9 VCT Plc.

Katja van Doren Katja van Doren studied business administration at the University of Cologne and at École des Hautes Études Commerciales Paris (HEC) from 1985 to 1991 and obtained a Master of Business Administration. From 1991 to 1999, she worked for KPMG in Düsseldorf and Paris. She passed the German professional exams as Certified Public Accountant (Wirtschaftsprüfer) and as Tax Consultant (Steuerberater). From 1999 to 2013, Katja van Doren held several positions in RWE’s German Supply and Distribution Network Operations Business. In 2014, Katja van Doren became the Group Division Manager Accounting & Tax at RWE AG. She was member of the supervisory boards of Süwag AG and Stadtwerke Kamp-Lintfort GmbH. From 2016 to 2017, she became Division Manager Accounting & Tax at Innogy SE. From 2014 to 2020, Katja van Doren was the chairman of the RWE Pensionsfonds AG. Katja van Doren was appointed to serve as a member of the executive board of RWE Generation SE as of September 1, 2017. She acts as chief financial officer and Chief Human Resources Officer of RWE Generation SE. In addition, she is a member of the supervisory boards of Société Électrique de l’Our, Luxembourg and Großkraftwerk Mannheim AG.

Rosemary Martin Ms. Martin qualified as an English solicitor in 1985 and has a degree in Philosophy with Literature from the University of Sussex and an MBA in Legal Practice. After two years at the College of Law in Guildford UK, in 1983 Ms. Martin began her career at Rowe & Maw, a law firm in London, becoming a partner in 1989. In 1997 she moved to Reuters Group Plc as Deputy Company Secretary, becoming Company Secretary and then General Counsel & Company Secretary and a member of the group’s Executive Committee. In 2008, she joined Practical Law Company, an online legal information company, as chief executive. In 2010, Ms. Martin joined Vodafone Group Plc as General Counsel & Company Secretary. Rosemary is a member of the Vodafone Group executive committee and a trustee of the Vodafone Foundation. In addition to her executive role, Ms. Martin is a member of the Panel on Takeovers and Mergers (UK), a trustee of Lloyd’s Register Foundation and a member of the Council of the University of Sussex. She is also a member of the advisory boards of the Oxford Internet Institute and Luminance Technologies Ltd and was formerly a director of HSBC Bank Plc and the Legal Services Board, and was an independent non-executive of Ernst & Young.

252 Michael Bird Mr. Bird is a chartered accountant with a degree in mathematics, economics and statistics from Warwick University, UK. He began his professional career at PriceWaterhouseCoopers LLP in 2004 initially working on audit engagements before moving to the corporate finance practice where he also had a two year secondment to the Panel on Takeovers and Mergers (UK), the regulator of UK public company mergers and acquisitions. In 2011, he moved into investment banking joining Morgan Stanley’s UK investment banking team. Since 2015, Michael has worked in Vodafone Group Plc’s mergers and acquisitions team and became Vodafone Group M&A Director in 2019.

Barbara Cavaleri Mrs. Cavaleri graduated in Business Administration at Bocconi University in Milan. Mrs. Cavaleri started her professional career as an Auditor and Senior Consultant in one of the big five accounting firms. Mrs. Cavaleri then joined Vodafone Italia SpA in Italy where she held different finance roles. In 2014, she moved to the Vodafone Group Plc in London as Finance Director for Group Technology, supporting the Group Technology Director and the Technology Leadership Team in investment decisions and monitoring and capital expenditure allocations. During this period, she was the Chairman of the Audit Committee for Vodafone España, SAU. Since 2016, Mrs. Cavaleri is Finance Director of Vodafone Italia SpA. In addition, she is a Board Member of Vodafone Italia SpA and some of the smaller Vodafone legal entities and Chairman of VEI Srl and previously of Vodafone Towers Srl (the Vodafone tower company created in 2019 which has since then merged into INWIT).

Johan Wibergh Mr. Wibergh graduated with a master’s degree in computer science from Linköping University, Sweden. He joined Vodafone Group Plc and the Executive Committee in May 2015 as Group Chief Technology Officer and Chief Information Officer. He is responsible for all aspects of Network and IT in Vodafone including strategy, architecture, vendor executive management, delivery, operation and performance, technology security including Cyber Security, product development, all IT systems including all digital interactions with customers. Before joining Vodafone Group Plc, Mr. Wibergh held profit and loss responsibilities for 23 years in the telecom vendor industry at Ericsson as well as in the IT industry. Mr. Wibergh was responsible for the Networks product business in Ericsson. Other positions include chairman of the region Latin America for five years and twice-local market president (Brazil and the Nordic and Baltic countries). Mr. Wibergh is a member of the board of directors of the Silicon Valley company Trimble Inc. that is listed on NASDAQ. Between 2016 and 2018, Mr. Wibergh served as the chairman of the Next Generation Mobile Network, an alliance comprising most of the leading MNOs in the world (such as AT&T, Verizon, China Mobile, Deutsche Telecom and NTT DoCoMo). He has served for six years on the board of the Royal Technical University in Stockholm as well as on the board of The Association for Technology Companies in Sweden. He also spent five years on the board of The Confederation of Swedish Enterprises. Mr. Wibergh served on the board and audit committee of ST-Ericsson, a 50:50 joint venture between Ericsson and STMicroelectronics. Mr. Wibergh is also a member of the Customer Board of Advisors for IBM, Huawei and Amdocs.

Pınar Yemez Ms. Yemez holds a bachelor’s degree in Economics from the University of California, Irvine and an Executive Master’s degree in Coaching and Consulting for Change at INSEAD University, Fontainebleau. Pinar started her professional career in investment consultancy at Merrill Lynch U.S. and then joined Bristol Myers Squibb in 1997 where she held Finance Treasury Manager and Human Resources Director roles. Subsequently she worked in London as UK Human Resources Director, then as Europe Human Resources Operations Director and Europe Talent Management and Acquisition Director in Paris. Pınar joined Vodafone Turkey in 2012 as Human Resources Director and moved to Vodafone Group Plc as Human Resources Director for Vodafone Business Group in 2018. Currently she is Human Resources Director for Vodafone Business and Group Functions of Vodafone Group Plc and has been a director of Vodafone Group Services Limited since 2019. Pinar has contributed to several NGOs and non-profit organizations in Turkey at Board level including

253 Women On Board, Women Corporate Directors, People Management Association and Turkish Quality Association. All members of the Supervisory Board may be reached at the Company’s offices at Prinzenallee 11—13, 40549 Düsseldorf, Germany (telephone +49 211 617120). The following overview lists all of the companies and enterprises in which the members of the Supervisory Board currently hold seats or have held seats on administrative, management or supervisory boards, or comparable German or foreign supervisory bodies, or of which they were partners during the last five years, with the exception of the Company and companies within the Group:

Rüdiger Grube Current seats: • DEUFOL SE • Hamburger Hafen und Logistik AG HHLA • RIB-Software SE • Vossloh AG • Alstom/Bombardier Transportation Germany GmbH Past seats: • Deutsche Bahn AG • Herrenknecht AG Charles C. Green III Current seats: • Pinnacle Towers Pte Ltd • edotco Group Sdn Bhd Past seats: • Helios Towers Africa LLP • Helios Towers Nigeria Ltd • International Digital Infrastructure Alliance Terence Rhodes Current seats: • None Past seats: • Eaton Towers Ltd • Puma VCT 9 Plc Katja van Doren Current seats: • RWE Generation SE • Société Électrique de l’Our SA, Luxembourg • Großkraftwerk Mannheim AG Past seats: • RWE Pensionsfonds AG • Süwag AG • Stadtwerke Kamp-Lintfort GmbH Rosemary Martin Current seats: • Vodafone Corporate Secretaries Ltd • Vodafone Foundation • Lloyds Register Foundation

254 • Panel on Takeovers and Mergers (UK) • University of Sussex Past seats: • EY • HSBC Bank Plc • Vodafone Group (Directors) Trustee Ltd • Vodafone Nominees Ltd • Rian Mobile Ltd • Vodafone Mobile Communications Ltd Michael Bird Current seats: • None Past seats: • None Barbara Cavaleri Current seats: • Vodafone Italia SpA • VEI Srl • VND SpA Past seats: • Vodafone Towers Srl • Cable & Wireless GN Ltd • Stentor Ltd • Vodafone Global Network Ltd • Vodafone Enterprise Global Ltd • INWIT Johan Wibergh Current seats: • Trimble Inc. Past seats: • Next Generation Mobile Network (NGMN) Alliance • Vodafone IP Licensing Ltd Pinar Yemez Current seats: • Vodafone Group Services Ltd Past seats: • None

255 22.3.3 Supervisory Board Committees Under the Articles of Association, the Supervisory Board can form committees in accordance with the law. The composition, powers and procedures of the committees will be established by the Supervisory Board. Where permitted under law, decision-making powers of the Supervisory Board may be conferred upon such committees. As provided for by the Supervisory Board’s rules of procedure, the Supervisory Board has formed the following committees:

22.3.3.1 Audit, Risk and Compliance Committee The purpose of the Audit, Risk and Compliance Committee (Prüfungsausschuss) is to assist the Supervisory Board in fulfilling its responsibilities to oversee the accounting and financial reporting processes. These responsibilities include, among other things, the preparation of the review of the correctness and completeness of the Company’s annual financial statements and consolidated financial statements and related disclosure, as well as the oversight of the Company’s internal control system, risk management, internal audit and compliance. The committee furthermore discusses the semi-annual and the quarterly financial announcements with the Management Board. It also oversees the performance, qualifications and independence of the external auditor, prepares the Supervisory Board’s recommendation to the Company’s general meeting regarding the appointment of the auditor and is responsible for the auditor selection procedure, if any, according to Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014. The Audit, Risk and Compliance Committee also further evaluates the risks of the Group on a regular basis (see “16.18 Compliance and Risk Management”). Pursuant to the rules of procedure for the Audit, Risk and Compliance Committee, the Audit, Risk and Compliance Committee will consist of at least three members. As of the date of this Prospectus, the Audit, Risk and Compliance Committee consists of Rosemary Martin, Michael Bird, Barbara Cavaleri and Charles C. Green III. Section 107 para. 4 AktG requires the Company to have at least one member of the audit committee with expertise in the fields of accounting or auditing within the meaning of section 100 para. 5 AktG. As concerns the Supervisory Board and its audit committee, Michael Bird, Barbara Cavaleri and Charles C. Green III are considered to possess the respective expertise. 22.3.3.2 Remuneration and Nomination Committee The Remuneration and Nomination Committee will, among others, (i) propose to the general meeting suitable candidates for the Supervisory Board to be elected by the general meeting, (ii) propose to the Supervisory Board suitable candidates for appointment to the Management Board and (iii) set, assess and recommend for shareholder approval the remuneration system for the members of the Management Board. Pursuant to the rules of procedure for the Remuneration and Nomination Committee, the Remuneration and Nomination Committee will consist of at least three members. As of the date of this Prospectus, the Remuneration and Nomination Committee consists of Katja van Doren, Pinar Yemez and Johan Wibergh.

22.3.4 Remuneration and Other Benefits of the Members of the Supervisory Board In the twelve months ended March 31, 2020, members of the Supervisory Board did not receive any remuneration because a Supervisory Board did not exist during that period. Section 13 of the Articles of Association governs the remuneration of the members of the Supervisory Board. Each member of the Supervisory Board receives an annual basic compensation of EUR 80,000. The chairperson of each committee receives a premium of EUR 15,000. The annual compensation for the chairperson is EUR 300,000 and for the deputy chairperson EUR 150,000. The members of the Supervisory Board, who also hold a position within Vodafone Group, will waive their right to receive a remuneration as members of the Supervisory Board of the Company. Supervisory Board members who have served on the Supervisory Board or a committee or performed one of the aforementioned functions for only part of the financial year will receive prorated compensation for each month or part month.

256 22.3.5 Shareholdings of the Members of the Supervisory Board in the Company As of the date of this Prospectus, no members of the Supervisory Board directly or indirectly hold Company shares or options on Company shares.

22.4 Certain Information Regarding the Members of the Management Board and Supervisory Board, Conflicts of Interest In the last five years, no member of the Management Board or Supervisory Board has been convicted of fraudulent offences. In the last five years, no member of the Management Board or Supervisory Board has been associated with any bankruptcy, receivership or liquidation acting in its capacity as a member of any administrative, management or supervisory body or as a senior manager. Additionally, no official public incriminations and/or sanctions have been made by statutory or legal authorities (including designated professional bodies) against the members of the Management Board or Supervisory Board, nor have sanctions been imposed by the aforementioned authorities in the last five years. No court has ever disqualified any of the members of either board from acting as a member of the administrative, management, or supervisory body of an issuer, or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. Five members of the Supervisory Board hold senior positions at Vodafone and hold shares in Vodafone Group Plc, including as part of the remuneration they receive from Vodafone. Following the Offering, these members of Vodafone senior management will continue to be members of the Supervisory Board. See “22.2.2 Members of the Management Board” and “22.3.2 Members of the Supervisory Board.” Accordingly, their interests may not be aligned with those of the Company or the Company’s other shareholders, which constitutes a potential conflict of interest. Members of the Supervisory Board may not act in their own interests or in the interests of persons or companies with whom they have a close relationship if those interests conflict with those of the Company. Neither the members of the Management Board nor the Supervisory Board have entered into a service agreement with a Group company that provides for benefits upon termination of employment or office, except for where such benefits are a result of collective bargaining agreements. There are no family relationships between the members of the Management Board and the Supervisory Board, either among themselves or in relation to the members of the other body. There are no actual conflicts of interest and, except as described above, no potential conflicts of interest between the members of the Management Board and Supervisory Board as regards the Company on the one hand and their private interests, membership in governing bodies of companies, or other obligations on the other hand.

22.5 General Meeting Pursuant to section 14 para. 1 of the Articles of Association, the general meeting will be held at the registered seat of the Company or of a German stock exchange, at a place within a radius of 50 kilometers of the Company’s seat or in any German city having a population of more than 100,000. Each of the Company’s no-par shares confer one vote in the general meeting, unless the voting rights are excluded by law or the Articles of Association. Except where other persons are authorized to do so by mandatory law, the general meeting will be convened by the Management Board. Unless a shorter period of time is permitted by law, notice must be issued in the German Federal Gazette (Bundesanzeiger) at least 30 days prior to the date of the general meeting, the date of the convocation not being included when calculating this period. This period will be extended by the number of days of any registration period pursuant to section 15 para. 1 of the Articles of Association. A general meeting may be convened by the Management Board or the Supervisory Board, or may be requested by shareholders whose shares collectively make up 5% of the share capital. Shareholders or shareholder associations may solicit other shareholders to make such a request, jointly or by proxy, in the shareholders’ forum of the German Federal Gazette (Bundesanzeiger), which is also accessible via the website of the German Company Register (Unternehmensregister). If, following a request made by shareholders whose Company’s shares collectively make up 5% of the share capital, a general meeting of the Company is not held in due time, the competent local court (Amtsgericht) may authorize the shareholders who have requested it or their representatives to convene a general meeting of the Company. The Supervisory Board must convene a

257 general meeting if it is in the interest of the Company. The annual general meeting takes place within eight months of the end of the financial year. Pursuant to the Articles of Association, all shareholders who have duly submitted notification of attendance and are registered in the share register are entitled to participate in the general meeting and to exercise their voting rights. The registration for participation must be received by the Company at least six days prior to the general meeting, unless a shorter period of time is set forth in the convening notice of the general meeting. When calculating this period, the day of the receipt by the Company and the day of the general meeting will not be included. The convening notice may stipulate a shorter period measured in days. The registration will be in text form and in the German or English language. Voting rights may be exercised by proxy. The granting of a proxy, its revocation and the evidence of authority to be provided to the Company must be in the form required by law unless the convening notice provides for a less strict form. The Management Board is authorized to make provision for shareholders to cast their votes in writing or by electronic communication without attending the general meeting (postal ballot). The general meeting is chaired by the chairperson of the Supervisory Board or by another member of the Supervisory Board determined by the chairperson of the Supervisory Board. If neither the chairperson of the Supervisory Board nor another member of the Supervisory Board designated by the chairperson of the Supervisory Board is present, the chairperson of the general meeting shall be elected by the Supervisory Board members present. If the Supervisory Board does not exercise this right, the chairperson of the general meeting will be elected by the general meeting itself. The chairperson of the general meeting will chair the discussions and manage the proceedings of the general meeting, determine the sequence of speakers and the treatment and sequence of the issues on the agenda and the method and sequence of the voting. The chairperson is entitled to appropriately limit the time allowed for shareholders’ questions and statements. Pursuant to section 17 para. 2 of the Articles of Association, resolutions of the general meeting are adopted by the simple majority of the votes cast (Stimmmehrheit), and, if required by law in addition thereto, by a simple majority of the share capital (Kapitalmehrheit) represented when the resolution is adopted, unless a higher majority is required pursuant to mandatory law or the Articles of Association. According to the current version of the AktG, many resolutions of fundamental importance (grundlegende Bedeutung) require both a majority of votes cast and a majority of at least 75% of the registered share capital represented when the resolution is adopted. Such resolutions of fundamental importance include, among others: • the approval of contracts within the meaning of section 179a of the AktG (transfer of the entire assets of the company) and management actions of special significance that require the approval of the general meeting in compliance with legal precedents; • amendments to the object of the company; • capital increases without subscription rights; • creation of conditional or authorized capital; • ordinary or simplified capital reductions; • liquidation of the Company; • continuation of the liquidated company after the resolution on liquidation or expiry of the time period; • approval to conclude or amend affiliation agreements (Unternehmensverträge); and • measures within the meaning of the German Transformation Act (Umwandlungsgesetz). Once the respective shares have been acquired in compliance with the applicable legal provisions, and subject to ongoing compliance with such applicable legal provisions, including, for example, merger control and foreign investment regulations, neither German law nor the Articles of Association limits the right of foreign shareholders or shareholders not domiciled in Germany to hold shares or exercise the voting rights associated therewith.

22.6 Corporate Governance The German Corporate Governance Code (the “Code”) makes proposals concerning the management and supervision of German-listed companies. It is based on internationally and nationally recognized standards of good, responsible governance. The Code contains principles (Grundsätze), recommendations (“shall provisions”) and suggestions (“should provisions”) for corporate governance in relation to shareholders and

258 the general meeting, the management board and the supervisory board, transparency and accounting and auditing of financial statements. The Code aims to promote confidence in the management and supervision of German listed companies by investors, customers, employees and the general public. Compliance with the Code’s recommendations or suggestions is not obligatory. German stock corporation law only requires the management board and the supervisory board of a German listed company to provide an annual statement regarding whether or not the recommendations in the Code were complied with. Alternatively, the management board and the supervisory board of a German listed company must explain which recommendations have not been complied with and are not being applied, as well as the reasons underlying this non-compliance. The declaration of compliance (Entsprechungserklärung) must be publicly available on the Company’s website at all times. Prior to the listing of the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the Company is not subject to the obligation to render a declaration as to compliance (Entsprechungserklärung) with the Code. As of the date of this Prospectus, the Company complies, and, following the listing of the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), intends to comply, with the recommendations of the Code, except for recommendation C.4 according to which a supervisory board member who is not a member of the management board of a listed company will not accept more than five supervisory board mandates at non-group listed companies or comparable functions, with an appointment as chair of the supervisory board being counted twice, and recommendation G.10 sentence 2 for which a deviation will be declared as a matter of precaution and according to which the long-term variable remuneration components will be accessible to Management Board members only after a period of four years.

259 23 UNDERWRITING 23.1 General On March 8, 2021, the Company, the Existing Shareholder and the Underwriters entered into an underwriting agreement relating to the offer and sale of the Offer Shares in connection with the Offering. Under the terms of the Underwriting Agreement and subject to certain conditions contained therein, including the execution of a pricing agreement, each Underwriter is obligated to acquire such number of Offer Shares as will be specified in the pricing agreement, but in any event only up to the maximum number of Offer Shares set forth below next to the relevant Underwriter’s name:

Percentage of purchased Base Shares, Maximum Maximum Additional Maximum number of number of Base Shares number of Additional Greenshoe and Base Shares to Base Shares to Shares to be Greenshoe Name Address be purchased be purchased purchased Shares(1) (%) BofA Securities Europe SA . . . . . 51 rue La Boétie, 75008 Paris, France 18,785,186 4,696,295 2,817,779 21.13 Morgan Stanley Europe SE . . . . . Große Gallusstraße 18, 60312 Frankfurt am Main, Germany 18,785,186 4,696,295 2,817,778 21.13 UBS AG, London Branch ...... 5 Broadgate London EC2M 2QS United Kingdom 18,785,185 4,696,296 2,817,778 21.13 Barclays Bank Ireland Plc ...... One Molesworth Street Dublin 2 Ireland D02 RF29 5,422,222 1,355,556 813,333 6.10 Joh. Berenberg, Gossler & Co. KG Neuer Jungfernstieg 20, 20354 Hamburg, Germany 5,422,222 1,355,556 813,333 6.10 BNP PARIBAS ...... 16, boulevard des Italiens, 75009 Paris, France 5,422,222 1,355,556 813,333 6.10 Deutsche Bank AG ...... Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11-17, 60329 Frankfurt am Main, Germany 5,422,222 1,355,556 813,333 6.10 Goldman Sachs Bank Europe SE . Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany 5,422,222 1,355,556 813,333 6.10 Jefferies GmbH ...... Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany 5,422,222 1,355,556 813,333 6.10

Note: (1) Assuming all Base Shares are placed, all Additional Base Shares are placed and full exercise of the Upsize Option, and all Over- Allotment Shares are placed and full exercise of the Greenshoe Option. In connection with the Offering, each of the Underwriters and any of their respective affiliates, may take up a portion of the shares in the Offering as a principal position and, in that capacity may retain, purchase or sell for its own account such securities and any shares or related investments and may offer or sell such shares or other investments otherwise than in connection with the Offering or otherwise. Accordingly, references in this Prospectus to shares being offered or placed should be read as including any offering or placement of shares to any of the Underwriters or any of their respective affiliates acting in such capacity. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of shares of the Company. None of the Underwriters or any of their respective affiliates intends to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

23.2 Underwriting Agreement In the Underwriting Agreement, the Underwriters agreed to underwrite and purchase the Offer Shares with a view to offering them to investors in the Offering.

260 The Underwriters further agreed to acquire the Base Shares from the holdings of the Existing Shareholder and to sell such shares as part of the Offering. The Underwriters agreed to remit the purchase price from the sale of the Base Shares (less agreed upon commissions and expenses) to the Existing Shareholder at the time the shares are delivered. The obligations of the Underwriters under the Underwriting Agreement are subject to various conditions, including (i) the agreement of the Underwriters and the Existing Shareholder on the Offer Price and the final volume of Base Shares to be purchased by the Underwriters, (ii) the absence of a material adverse event (e.g., a material adverse change in or affecting the condition, business, prospects, management, financial position, shareholders’ equity, or results of operations of the Group, or a suspension or material limitation in trading in securities in generally on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), (iii) the receipt of customary certificates, legal opinions and auditor letters, and (iv) the introduction of the Company’s shares to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The Underwriters have provided, and may in the future provide, services to the Group in the ordinary course of business and may extend credit to, and have regular business dealings with the Group in their respective capacities as financial institutions. For a more detailed description of the interests of the Underwriters in the Offering, see “4.15 Interests of Parties Participating in the Offering.”

23.3 Commission The Underwriters will offer the Offer Shares at the Offer Price. The Existing Shareholder has agreed to pay the Underwriters a base fee of up to 0.875% of the gross proceeds from the sale of the Offer Shares where the applicable percentage(s) are determined based on the amount of the gross proceeds (the “Base Fee”). In addition, the Existing Shareholder may, in the sole discretion of the Existing Shareholder and the Company, decide to award the Underwriters a discretionary fee of up to 0.875% of the gross proceeds from the sale of the Offer Shares where the applicable percentage(s) are determined based on the amount of the gross proceeds (the “Discretionary Fee”). The maximum amounts of the Discretionary Fee (if any) to be awarded to each individual Underwriter will be determined by the Existing Shareholder and the Company in their sole discretion. The Underwriters may withhold only the Base Fee. The Discretionary Fee, if any, will be determined and paid within 30 calendar days after the closing date of the Offering. The Existing Shareholder has also agreed to reimburse, in certain scenarios, the Underwriters for certain reasonable out-of-pocket expenses reasonably and properly incurred and documented by the Underwriters in connection with the Offering.

23.4 Securities Loan and Greenshoe Option To cover potential Over-Allotments, the Existing Shareholder has agreed to make available to the Stabilization Manager, acting for the account of the Underwriters, up to 13,333,333 Over-Allotment Shares free of charge in the form of a securities loan. The total number of Over-Allotment Shares which may be allotted must not exceed 15% of the Base Shares. Moreover, the Existing Shareholder granted the Underwriters an option to acquire a number of the Company’s shares equal to the number of allotted Over-Allotment Shares at the Offer Price, less agreed commissions (i.e., the Greenshoe Option). The Stabilization Manager, acting for the account of the Underwriters, is entitled to exercise the Greenshoe Option to the extent Over Allotment Shares were allocated to investors in the Offering. The number of shares of the Company that can be acquired under the Greenshoe Option is reduced by the number of shares held by the Stabilization Manager on the date when the Greenshoe Option is exercised and that were acquired by the Stabilization Manager in the context of stabilization measures, if any. The Greenshoe Option will terminate no later than 30 calendar days after the commencement of trading of the Company’s shares.

23.5 Termination and Indemnification The Joint Global Coordinators (acting on behalf of the Underwriters) may, in certain circumstances, terminate the Underwriting Agreement, including after the Offer Shares have been allotted and admitted to trading, up to the closing of the Offering, in particular, if any of the following has occurred: • a material adverse change in or affecting the condition, business, prospects, management consolidated, financial position, shareholders’ equity, or results of operations of the Group; or • a suspension or material limitation in trading in securities in general on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the London Stock Exchange or the New York Stock Exchange.

261 If the Underwriting Agreement is terminated, the Offering will not take place, in which case any allotments already made to investors will be invalidated and investors will have no claim for delivery of Offer Shares. Claims with respect to subscription fees already paid and costs incurred by an investor in connection with the subscription will be governed solely by the legal relationship between the investor and the financial intermediary to which the investor submitted its purchase order. Investors who engage in short-selling bear the risk of being unable to satisfy their delivery obligations. In the Underwriting Agreement, the Existing Shareholder and the Company have agreed to indemnify the Underwriters against certain liabilities that may arise in connection with the Offering, including liabilities under applicable securities laws.

23.6 Selling Restrictions The distribution of the Prospectus and the sale of the Offer Shares may be restricted by law in certain jurisdictions. No action has been or will be taken by the Company, the Existing Shareholder or the Underwriters to permit a public offering of the Offer Shares anywhere other than in Germany or the transmission or distribution of the Prospectus into any other jurisdiction where action for that purpose may be required. This Prospectus has been approved by the German Federal Financial Supervisory Authority (see “2.1 Responsibility for the Contents of this Prospectus”). Accordingly, neither the Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction other than in Germany, except under circumstances that will result in compliance with applicable laws and regulations. Persons taking possession of the Prospectus are required to inform themselves about, and observe any, such restrictions, including those set out in the following paragraphs. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company does not intend to register either the Offering or any portion of the Offering in the United States, or to conduct a public offering of shares in the United States. The Offer Shares are not and will not be registered pursuant to the provisions of the Securities Act or with the securities regulators of individual states of the United States. The Offer Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from the registration and reporting requirements of the United States securities laws and in compliance with all other applicable United States legal requirements. The Offer Shares may only be sold in or into the United States to persons who are QIBs within the meaning of Rule 144A in transactions exempt from the registration requirements of the Securities Act, and outside the United States in accordance with Rule 903 of Regulation S and in compliance with other United States legal requirements. Any offer or sale of Offer Shares in reliance on Rule 144A will be made by broker dealers who are registered as such under the U.S. Securities Exchange Act of 1934. Terms used above shall have the meanings ascribed to them by Regulation S and Rule 144A under the Securities Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the Securities Act, if such offer or sale does not comply with Rule 144A or another exemption from registration under the Securities Act. In relation to each member state of the European Economic Area and the United Kingdom (each a “Relevant State”), no Offer Shares have been offered or will be offered to the public in that Relevant State prior to the publication of this document in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979), other than the offers contemplated in this document in a Relevant State after the date of such publication or notification, and except that it may make an offer to the public in that Relevant State of any shares at any time under the following exemptions: • to any legal entity which is a qualified investor as defined in Article 2 of the Prospectus Regulation and Article 2 of the Prospectus Regulation as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), respectively • to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the Prospectus Regulation and Article 2 of the UK Prospectus Regulation, respectively) subject to obtaining the prior consent of the Joint Global Coordinators for any such offer, or

262 • in any other circumstances falling within article 1 para. 4 of the Prospectus Regulation and within Section 86 of the Financial Services and Markets Act 2000, including any supplements and amendments thereto (the “FSMA”) respectively, provided that no such offer to the public of any Offer Shares shall require the Company to publish a prospectus pursuant to article 3 of the Prospectus Regulation and Section 85 of the FSMA, respectively, or a supplement to a prospectus to article 23 of the Prospectus Regulation and Article 23 of the UK Prospectus Regulation, respectively, and each person who initially acquires any Offer Shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of article 2 lit. e) of the Prospectus Regulation and, to the extent applicable, any funds on behalf of which it is subscribing for and acquiring the Offer Shares and that are located in a Relevant State are each themselves such a qualified investor. The Company, the Underwriters and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgment and agreement. For the purposes of this Prospectus, the expression “offer to the public” in relation to any Offer Shares in any Relevant State means a communication to persons in any form, and by any means, presenting sufficient information on the terms of the Offering and the Offer Shares, so as to enable an investor to decide to purchase or subscribe to Offer Shares, including any placing of Offer Shares through financial intermediaries. In the United Kingdom, this Prospectus is only addressed to and directed to qualified investors within the meaning of article 2 lit. e) of the Prospectus Regulation (i) who have professional experience in matters relating to investments falling within article 19 para. 5 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or (ii) who are high net worth entities falling within article 49 para. 2(a) through (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The securities described herein are only available in the United Kingdom to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities in the United Kingdom will be engaged in only with, Relevant Persons. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this Prospectus or any of its contents.

263 24 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY Income received from the shares of the Company is subject to taxation. In particular, the tax laws of any jurisdiction with authority to impose taxes on the investor and the tax laws of the Company’s state of incorporation, statutory seat and place of effective management, i.e., Germany, might have an impact on the income received from the shares of the Company. The following section presents a number of key German taxation principles which generally are or can be relevant to the acquisition, holding or transfer of shares by a shareholder (an individual, a partnership or corporation) that has a tax domicile in Germany (that is, whose place of residence, habitual abode, registered office or place of management is in Germany). The information is not exhaustive and does not constitute a definitive explanation of all possible aspects of taxation that could be relevant for investors. In particular, this summary does not provide a comprehensive overview on tax considerations that may be relevant to a shareholder that is a tax resident of a jurisdiction other than Germany. The information is based on the tax laws in force in Germany as of the date of this Prospectus (and their interpretation by administrative directives and courts), as well as typical provisions of double taxation treaties that Germany has concluded with other countries. Tax law can change, sometimes retrospectively. Moreover, it cannot be ruled out that the German tax authorities or courts may consider an alternative interpretation or application to be correct that differs from the one described in this section. This section cannot serve as a substitute for tailored tax advice to individual potential investors. Potential investors are therefore advised to consult their tax advisers regarding the individual tax implications of the acquisition, holding or transfer of shares and regarding the procedures to be followed to achieve a possible reimbursement of German withholding tax (Kapitalertragsteuer). Only such advisors are in a position to take the specific tax-relevant circumstances of individual investors into due account.

24.1 Taxation of the Company As a rule, the taxable profits generated by corporations with their seat or place of management in Germany are subject to corporate income tax (Körperschaftsteuer). The rate of the corporate income tax is a standard 15% for both distributed and retained earnings, plus a solidarity surcharge (Solidaritätszuschlag) amounting to 5.5% on the corporate income tax liability (i.e. 15.825% in total). In general, dividends (Dividenden) or other profit shares that the Company derives from domestic or foreign corporations are 100% exempt from corporate income tax (including solidarity surcharge (Solidaritätszuschlag)), but 5% of such receipts are treated as nondeductible business expenses and are therefore subject to corporate income tax (and solidarity surcharge (Solidaritätszuschlag) thereon), having the effect that dividends and other profit shares are effectively 95% exempt from corporate income tax (and solidarity surcharge (Solidaritätszuschlag) thereon). However, as an exception to the above, dividends that the Company receives from domestic or foreign corporations are subject to corporate income tax (including solidarity surcharge (Solidaritätszuschlag) thereon), if the Company holds a direct participation of less than 10% in the share capital of such corporation at the beginning of the calendar year (hereinafter in all cases, a “Portfolio Participation”—Streubesitzbeteiligung). Participations of at least 10% acquired during a calendar year are deemed to have been acquired at the beginning of the calendar year. Participations in the share capital of other corporations which the Company holds through a partnership (including those that are co- entrepreneurships (Mitunternehmerschaften)) are attributable to the Company only on a pro rata basis at the ratio of the interest share of the Company in the equity of the relevant partnership. The Company’s gains from the disposal of shares in a domestic or foreign corporation are in general 100% exempt from corporate income tax (including the solidarity surcharge (Solidaritätszuschlag) thereon), regardless of the size of the participation and the holding period. However, 5% of the gains are treated as nondeductible business expenses and are therefore subject to corporate income tax (plus the solidarity surcharge (Solidaritätszuschlag) thereon) at a combined rate of 15.825%, having the effect that gains from disposal of shares are effectively 95% exempt from corporate income tax (and solidarity surcharge (Solidaritätszuschlag) thereon), irrespective of whether or not the Company holds a Portfolio Participation or not. Conversely, losses incurred from the disposal of such shares are generally not deductible for corporate income tax purposes. Additionally, the Company is subject to trade tax (Gewerbesteuer) with respect to its taxable trade profit (Gewerbeertrag) generated at its permanent establishments maintained in Germany (inländische Betriebsstätte). The average trade tax rate in Germany amounts to approximately 15% (with a statutory minimum rate of 7%) of the taxable trade profit. When determining the income of the Company, trade tax may not be deducted as a business expense.

264 In principle, profits or losses derived from the sale of shares in another domestic and foreign corporation are treated in the same way for trade tax purposes as for corporate income tax purposes (as described above). Contrary to this, profit shares derived from domestic or foreign corporations are only effectively 95% exempt from trade tax, if, at the beginning of the relevant assessment period for German trade tax purposes, the Company held an interest of at least 15% in the share capital of the company making the distribution. In order to implement a recent decision by the European Court of Justice (ECJ) dated September 20, 2018 (C-685/16), as of the financial year 2020 (i.e. for profits distributed as from January 1, 2020), German law, in that respect, no longer distinguishes between shares held in German or non-German corporations (including non-EU corporations). If and to the extent the Company and its German subsidiaries form a tax group for corporate income and trade tax purposes (ertragsteuerliche Organschaft), the profits and losses are generally effectively consolidated and subject to German corporate income and trade tax at the level of the Company. The provisions of the so-called interest barrier (Zinsschranke) limit the degree to which expenses for debt financing are deductible from the tax base. Accordingly, as a general rule, interest (and other debt financing) expenses exceeding interest income are not deductible to the extent such net expenses exceed 30% of the EBITDA as determined for tax purposes in a given financial year, if the Company’s net interest expense is, or exceeds, EUR 3 million (Freigrenze) and no other exceptions apply. Nondeductible interest expenses must be carried forward to subsequent financial years. EBITDA that has not been fully utilized can, under certain circumstances, be carried forward to subsequent years (for up to five years) and may be deducted subject to the limitations set out above. If such EBITDA carry forward is not used within the five subsequent financial years, it will be forfeited. For trade tax purposes, 25% of the interest expenses deductible after applying the interest barrier are generally added when calculating the taxable trade profit. Therefore, for trade tax purposes, the amount of deductible interest expenses is generally only 75% of the interest expenses deductible for purposes of corporate income tax. The constitutionality of the interest barrier is currently under review by the Federal Constitutional Court (Bundesverfassungsgericht). Under certain conditions, negative income of the Company that has not been offset by current year positive income can be carried forward or back into other assessment periods. Loss carry backs to the immediately preceding assessment period are only permissible up to EUR 1 million for corporate income tax but not at all for trade tax purposes. Negative income that has not been offset against current income and not carried back can be used to fully offset taxable income for corporate income tax and trade tax purposes of up to an amount of EUR 1 million. If the taxable income or the taxable trade profit exceeds this amount, only up to 60% of the excess amount may be offset against tax loss carry forwards. The remaining 40% of the taxable income is subject to tax in any case (minimum taxation—Mindestbesteuerung). Unused tax loss carry forwards can, as a general rule, be carried forward indefinitely and deducted from future taxable income in accordance with this rule. However, if more than 50% of the Company’s share capital or voting rights, respectively, is/are transferred to a purchaser or group of purchasers within five years, directly or indirectly, or if a similar situation arises (harmful share acquisition—schädlicher Beteiligungserwerb), the Company’s unutilized losses and interest carry forwards (possibly also EBITDA carry forwards) will generally be forfeited in full and, subject to certain exceptions, may not be offset against future profits. The Company’s unutilized losses and interest carry forwards are not forfeited, if and to the extent the Company’s unutilized losses and interest carry forwards are covered by certain built-in gains (stille Reserven) that are subject to domestic taxation. In addition, the Company’s unutilized losses may, upon application and under certain conditions, not be forfeited based on the continuity of business exemption (fortführungsgebundener Verlustvortrag). This exemption generally applies to harmful share acquisitions (schädlicher Beteiligungserwerb) conducted after December 31, 2015. The constitutionality of the change of ownership rule stipulating a full forfeiture of unused losses, loss carry forwards and interest carry forwards is currently pending with the Federal Constitutional Court (Bundesverfassungsgericht).

24.2 Taxation of Shareholders 24.2.1 Income Tax Implications of the Holding, Sale and Transfer of Shares In terms of the taxation of shareholders of the Company, a distinction must be made between taxation in connection with the holding of shares (see “24.2.2 Taxation of Dividends”), taxation in connection with the sale of shares (see “24.2.3 Taxation of Capital Gains”) and taxation in connection with the gratuitous transfer of shares (see “24.2.5 Inheritance and Gift Tax”).

265 24.2.2 Taxation of Dividends 24.2.2.1 Withholding Tax As a general rule, the dividends distributed to the shareholder are subject to a withholding tax (Kapitalertragsteuer) of 25% plus a solidarity surcharge (Solidaritätszuschlag—regarding any amendments to the levy of solidarity surcharge as of 2021, see “24.2.8 Partial Abolition of the Solidarity Surcharge (Solidaritätszuschlag) as of 2021”) of 5.5% thereon (i.e. 26.375% in total plus church tax (Kirchensteuer), if applicable). This, however, will not apply if and to the extent that dividend payments are funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the German Corporate Income Tax Act (Körperschaftsteuergesetz, “KStG”)); in this case, no withholding tax would be withheld. However, these payments would reduce the acquisition costs of the shares and may, consequently, increase a taxable gain upon the disposal of the shares. The assessment basis for the withholding tax is the dividend approved by the general meeting. As the shares of the Company are admitted for collective custody by a securities custodian bank (Wertpapiersammelbank) pursuant to section 5 of the German Act on Securities Accounts (Depotgesetz) and are entrusted to such bank for collective custody (Sammelverwahrung) in Germany, the withholding tax is levied for the account of the shareholders (i) by the domestic credit or financial services institution (inländisches Kredit oder Finanzdienstleistungsinstitut) (including domestic branches of such foreign enterprises), by the domestic securities trading company (inländisches Wertpapierhandelsunternehmen) or the domestic securities trading bank (inländische Wertpapierhandelsbank) which keeps or administers the shares and disburses or credits the dividends or disburses the dividends to a foreign agent, (ii) by the central securities depository (Wertpapiersammelbank) to which the shares were entrusted for collective custody if the dividends are disbursed to a foreign agent by such central securities depository (Wertpapiersammelbank), or (iii) by the Company itself if and to the extent shares held in collective custody (girosammelverwahrt) by the central securities depository (Wertpapiersammelbank) are, however, treated as so-called “abgesetzte Bestände” (stock being held separately) (hereinafter in all cases, the “Dividend Paying Agent”). The Company does not assume any responsibility for the withholding of taxes on distributions at source, in accordance with the statutory provisions. This means that the Company is released from liability for the violation of its legal obligation to withhold and transfer the taxes at source, if it provides evidence that it has not breached its duties intentionally or gross negligently. In general, the withholding tax must be withheld without regard to whether and to which extent the dividend is exempt from tax at the level of the shareholder and whether the shareholder is domiciled in Germany or abroad. However, withholding tax on dividends distributed to a parent company domiciled in another EU member state within the meaning of Article 2 of the Council Directive 2011/96/EU of November 30, 2011, as amended (the “Parent Subsidiary Directive”), may be refunded upon application and subject to further conditions. This also applies to dividends distributed to a permanent establishment of such a parent company in another EU member state or to a permanent establishment in another EU member state of a parent company that is subject to unlimited tax liability in Germany, provided that the participation in the Company is actually part of such permanent establishment’s business assets. The refund of withholding tax under the Parent Subsidiary Directive further requires that the shareholder has directly held at least 10% of the company’s registered share capital for twelve months and that a respective application is filed with the German Federal Central Tax Office (Bundeszentralamt für Steuern, Hauptdienstsitz Bonn-Beuel, An der Küppe 1, 53225 Bonn, Germany). If, in the case of a holding of at least 10% of the Company’s registered share capital, shares held in collective custody (girosammelverwahrt) by the central securities depository (Wertpapiersammelbank) are treated as so-called “abgesetzte Bestände” (stock being held separately), the main paying agent (Hauptzahlstelle) of the Company—upon presentation of an exemption certificate (Freistellungsbescheinigung) and of a proof that this stock has been held separately—may be entitled in accordance with the view of the German tax authorities to disburse the dividend without deducting withholding tax. An exemption certificate may be granted upon application (using official application forms) with the German Federal Central Tax Office (Bundeszentralamt für Steuern) at the address specified above, subject to the German anti-treaty shopping rules. With respect to distributions made to other shareholders without a tax domicile in Germany, the withholding tax rate can be reduced in accordance with the double taxation treaty if Germany has entered into a double taxation treaty with the respective shareholder’s country of residence and if the shares neither form part of the assets of a permanent establishment or a fixed place of business in Germany, nor form part of business

266 assets for which a permanent representative in Germany has been appointed. The withholding tax reduction is generally granted by the German Federal Central Tax Office (Bundeszentralamt für Steuern (at the address specified above)) upon application in such a manner that the difference between the total amount withheld, including the solidarity surcharge (Solidäritätszuschlag), and the reduced withholding tax actually owed under the relevant double taxation treaty (generally 15%) is refunded by the German Federal Central Tax Office, subject to the German anti-treaty shopping rules. Forms for the reimbursement and exemption from the withholding at source procedure are available at the German Federal Central Tax Office (Bundeszentralamt für Steuern) at the address specified above or online at http://www.bzst.de. If dividends are distributed to corporations subject to non-resident taxation in Germany, i.e. corporations with no registered office (Sitz) or place of management in Germany and if the shares neither belong to the assets of a permanent establishment or fixed place of business in Germany nor are part of business assets for which a permanent representative in Germany has been appointed, two-fifths of the tax withheld at the source can generally be refunded even if not all of the prerequisites for a refund under the Parent Subsidiary Directive or the relevant double taxation treaty are fulfilled, subject to the German anti-treaty shopping rules. The relevant application forms are available at the German Federal Central Tax Office (Bundeszentralamt für Steuern at the address specified above). The aforementioned possibilities for an exemption from, or a refund of, withholding tax depend on certain other conditions being met (particularly the fulfillment of so-called substance requirements—Substanzerfordernisse). In addition, with respect to shares held as private or as business assets by shareholders that are subject to income taxation, the aforementioned relief in accordance with an applicable double taxation treaty may further depend on whether the prerequisites of the special rules on the restriction of withholding tax credit are fulfilled. The aforementioned credit of withholding tax described for shares held as private and as business assets (see “24.2.2.2 Taxation of Dividends of Shareholders with a Tax Domicile in Germany” and “24.2.2.3 Taxation of Dividends of Shareholders without a Tax Domicile in Germany”) is subject to the following three cumulative prerequisites: (i) the shareholder has been the beneficial owner of the shares for a continuous period of at least 45 days during the period starting 45 days prior to the date when the dividend becomes due and ending 45 days after such date (the “Minimum Holding Period”—Mindesthaltedauer), (ii) the shareholder has been exposed (if taking into account counterclaims and claims against related parties) to at least 70% of the risk resulting from a decrease in value of the shares during the Minimum Holding Period (the minimum change in value risk; Mindestwertänderungsrisiko), and (iii) the shareholder is not obligated to forward (vergüten) these dividends, directly or indirectly, in total or predominant to another person (the tests under (i) to (iii) above are together described as the “Minimum Risk Test”). In case the shareholder does not meet the Minimum Risk Test, three- fifths of the withholding tax levied on the dividends is not creditable, but may, upon application, be deducted when determining the shareholder’s taxable income. Shareholders who do not meet the Minimum Risk Test but who have, nevertheless, not suffered a withholding tax deduction on the dividends (e.g., due to the presentation of a non-assessment certificate), or have already obtained a refund of the taxes withheld, are obligated to notify their competent tax office thereof, declare withholding tax in the amount of 15% of the relevant dividends in accordance with the statutory formal requirements and to make the payment of an amount corresponding to the amount which would otherwise be withheld. As an exception to this rule, the Minimum Risk Test (and, if applicable, a corresponding notification and (re)payment obligation) does not apply to an investor if either (i) his or her amount of dividend income on shares (including shares from the Company) and certain profit participation rights (Genussrechte) does not exceed an amount of EUR 20,000 in a given tax assessment period, or if (ii) he or she has been, upon actual receipt of the dividend, the economic owner of the shares for a continuous period of at least one year. Further to the statutory amendments, the German Federal Ministry of Finance published a decree dated July 17, 2017 (BMF, Schreiben vom 17.7.2017—IV C 1—S 2252/15/10030:05, DOK 2017/0616356) outlining the treatment of transactions where the statutory Minimum Risk Test might not be applicable but in which a credit of withholding tax will nevertheless be denied as an anti-abuse measure. In the event that a shareholder not tax resident in Germany does not meet the requirements of the Minimum Risk Test, a refund of the withholding tax pursuant to a double taxation treaty is not available. This restriction only applies if (i) the applicable double taxation treaty provides for a tax reduction leading to an applicable tax rate of less than 15%, (ii) the shareholder is not a corporation that directly holds at least a participation of 10% of the equity capital of the Company and is subject to tax on its income and profits in its state of residence without being exempt and (iii) the shareholder has not been, upon actual receipt of the dividend, the beneficial owner of the shares for a continuous period of at least one year.

267 Prospective holders of the shares are advised to seek their own professional advice in relation to the possibility to obtain a tax credit or refund of withholding tax on dividends. The Dividend Paying Agent which keeps or administrates the shares and pays or credits the capital income is required to create so-called pots for the loss set-off (Verlustverrechnungstöpfe) to allow for setting off of negative capital income with current and future positive capital income. A set-off of negative capital income at a Dividend Paying Agent with positive capital income at a different Dividend Paying Agent is not possible and can only be achieved in the course of the income tax assessment at the level of the respective investor. In this case, the taxpayer has to apply for a certificate confirming the amount of losses not offset with the Dividend Paying Agent where the pots for the loss set-off exists. The application is irrevocable and has to reach the Dividend Paying Agent by December 15 of the respective year. Otherwise, the losses will be carried forward to the following year by the Dividend Paying Agent. Withholding tax will not be withheld by a Dividend Paying Agent if the taxpayer provides the Dividend Paying Agent with an application for exemption (Freistellungsauftrag) to the extent the capital income does not exceed the annual lump sum allowance (Sparer-Pauschbetrag) of EUR 801 (EUR 1,602 for married couples or registered civil unions (eingetragene Lebenspartnerschaften) filing jointly) as outlined on the application for exemption. Furthermore, no withholding tax will be levied if the taxpayer provides the Dividend Paying Agent with a non-assessment certificate (Nichtveranlagungsbescheinigung) to be applied for with the competent tax office of the investor.

24.2.2.2 Taxation of Dividends of Shareholders with a Tax Domicile in Germany 24.2.2.2.1 Shares Held as Non-Business Assets Dividends distributed to shareholders with a tax domicile in Germany whose shares are held as non- business assets form part of their taxable capital investment income, which is subject to a special uniform income tax rate of 25% plus solidarity surcharge (Solidaritätszuschlag) of 5.5% thereon (i.e. 26.375% in total plus church tax (Kirchensteuer), if applicable). The income tax owed for this dividend income is in general satisfied by the withholding tax withheld by the Dividend Paying Agent (flat rate withholding tax—Abgeltungsteuer; see “24.2.2.1 Withholding Tax”). Income-related expenses cannot be deducted from the shareholder’s capital investment income (including dividends), except for an annual lump sum deduction (Sparer Pauschbetrag) of EUR 801 (EUR 1,602 for married couples assessed jointly). However, the shareholder may request that his or her capital investment income (including dividends) along with his or her other taxable income be subject to the progressive income tax rate (instead of the uniform tax rate for capital investment income) if this results in a lower tax burden (Günstigerprüfung). This request may only be exercised consistently for all capital investment income and be exercised jointly in the case of married couples or registered civil unions (eingetragene Lebenspartnerschaften) assessed jointly. In this case, the withholding tax would be credited against the progressive income tax and any excess amount would be refunded; in principle, such withholding tax credit or refund might be limited under the rules in connection with the Minimum Risk Test); however, the German Federal Ministry of Finance published a decree dated April 3, 2017 (BMF, Schreiben vom 3.4.2017—IV C 1—S 2299/16/10002, DOK 2017/0298180) according to which this provision should only exceptionally apply to shares held as private assets. Pursuant to the current view of the German tax authorities (which has been confirmed by a decision of the German Federal Tax Court (Bundesfinanzhof)), income-related expenses cannot be deducted from the capital investment income, except for the aforementioned annual lump sum deduction. Exceptions from the special uniform income tax rate apply upon application for shareholders who have a shareholding of at least 25% in the Company and for shareholders who have a shareholding of at least 1% in the Company and work for the Company in a professional capacity, which enables them to exert significant entrepreneurial influence on the Company’s business activities. In this situation, the tax treatment described below under “24.2.2.2.2 Shares Held as Business Assets” applies. An automatic procedure for deducting church tax (Kirchensteuer) applies unless the shareholder has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern (at the above address)). The church tax (Kirchensteuer) payable on the dividend is withheld and passed on by the Dividend Paying Agent. In this case, the church tax (Kirchensteuer) for dividends is satisfied by the Dividend Paying Agent withholding such tax. Church tax (Kirchensteuer) withheld at source may not be deducted as a special expense (Sonderausgabe) in the course of the tax assessment, but the Dividend Paying Agent may reduce the withholding tax (including the solidarity surcharge (Solidaritätszuschlag)) by 26.375% of the church tax (Kirchensteuer) to be withheld on the dividends. If the shareholder has filed a blocking notice and no church tax (Kirchensteuer) is withheld by a Dividend Paying Agent, a shareholder subject to church tax

268 (Kirchensteuer) is obligated to declare the dividends in his or her income tax return. The church tax (Kirchensteuer) on the dividends is then levied by way of a tax assessment. As an exemption, dividend payments that are funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto) and are paid to shareholders with a tax domicile in Germany whose shares are held as non-business assets, do—contrary to the above—not form part of the shareholder’s taxable income. Dividend payments funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) would reduce the shareholder’s acquisition costs or, if the dividend payment funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto) exceeds the shareholder’s acquisition costs, negative acquisition costs will arise. Both can result in a higher capital gain in case of the shares’ disposal (see “24.2.3 Taxation of Capital Gains” below). This would not apply if (i) the shareholder or, in the event of a gratuitous transfer, its legal predecessor, or, if the shares have been gratuitously transferred several times in succession, one of his or her legal predecessors at any point during the five years preceding the (deemed, as the case may be) disposal directly or indirectly held at least 1% of the share capital of the Company (a “Qualified Holding”), and (ii) the dividend payment funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) exceeds the acquisition costs of the shares. In such aforementioned case, a dividend payment funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) is deemed a sale of the shares and is taxable as a capital gain. In this case, the taxation corresponds with the description in “24.2.3 Taxation of Capital Gains” made with regard to shareholders maintaining a Qualified Holding.

24.2.2.2.2 Shares Held as Business Assets Dividends from shares held as business assets of a shareholder with a tax domicile in Germany are not subject to the special uniform income tax rate. The taxation depends on whether the shareholder is a corporation, a sole proprietor or a partnership (co-entrepreneurship). The withholding tax (including the solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable) withheld and paid by the Dividend Paying Agent will generally be credited against the shareholder’s income or corporate income tax liability (including the solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable) or refunded in the amount of any excess. However, such withholding tax credit or refund might be limited if and to the extent the prerequisites in connection with the Minimum Risk Test are not met (see “24.2.2.1 Withholding Tax”). Dividend payments that are funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) and are paid to shareholders with a tax domicile in Germany whose shares are held as business assets are generally fully tax exempt in the hands of such shareholder. To the extent the dividend payments funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) exceed the acquisition costs of the shares, a taxable capital gain should occur. The taxation of such gain corresponds with the description in “24.2.3 Taxation of Capital Gains” made with regard to shareholders whose shares are held as business assets (however, as regards the application of the 95% exemption in the case of a corporation, this is not undisputed).

Corporations If the shareholder is a corporation with a tax domicile in Germany, the dividends are in general 100% exempt from corporate income tax and the solidarity surcharge (Solidaritätszuschlag). However, 5% of the dividends are treated as a nondeductible business expense and are therefore subject to corporate income tax (plus the solidarity surcharge (Solidaritätszuschlag)) at a total tax rate of 15.825%, having the effect that dividends and other profit shares are effectively 95% exempt from corporate income tax (and solidarity surcharge (Solidaritätszuschlag) thereon). In other respects, business expenses actually incurred in direct relation to the dividends may be deducted. However, dividends that the shareholder receives are no longer exempt from corporate income tax (including solidarity surcharge (Solidaritätszuschlag) thereon), if the shareholder only held (or holds) a Portfolio Participation at the beginning of the calendar year. Participations of at least 10% acquired during a calendar year are deemed to have been acquired at the beginning of the calendar year. Participations which a shareholder holds through a partnership (including those that are co- entrepreneurships (Mitunternehmerschaften)) are attributable to the shareholder only on a pro rata basis at the ratio of the interest share of the shareholder in the equity of the relevant partnership. Dividends (after deducting business expenses economically related to the dividends) are subject to trade tax in the full amount, unless the shareholder held an interest of at least 15% in the share capital of the Company at the beginning of the relevant assessment period. In this latter case, the dividends are not subject to trade tax; however, trade tax is levied on the amount considered to be nondeductible business expenses

269 (amounting to 5% of the dividend). The average trade tax rate in Germany amounts to approximately 15% (with a statutory minimum rate of 7%) of the taxable trade profit but the (blended) trade tax rate applying to the respective shareholder might be lower or higher depending on the municipal trade tax multiplier applied by the relevant municipal authority in which the shareholder maintains its operations or permanent establishments.

Sole Proprietors If the shares are held as business assets by a sole proprietor with a tax domicile in Germany, only 60% of the dividends are subject to progressive income tax (plus the solidarity surcharge (Solidäritätszuschlag)) at a total tax rate of up to approximately 47.5% (plus church tax (Kirchensteuer), if applicable), the so-called partial income method (Teileinkünfteverfahren). Correspondingly, only 60% of the business expenses economically related to the dividends are tax deductible. If the shares belong to a domestic permanent establishment in Germany of a business operation of the shareholder, the dividend income (after deducting business expenses economically related thereto) is not only subject to income tax but is also fully subject to trade tax, unless the prerequisites of the trade tax participation exemption privilege are fulfilled. In this latter case, the net amount of dividends, i.e. after deducting directly related expenses, is exempt from trade tax. As a general rule, trade tax can be credited against the shareholder’s personal income tax, either in full or in part, by means of a lump sum tax credit method, depending on the level of the municipal trade tax multiplier and certain individual tax- relevant circumstances of the taxpayer.

Partnerships If the shareholder is a partnership, the income or corporate income tax is not levied at the level of the partnership but at the level of the respective partner. The taxation for every partner depends on whether the partner is a corporation or an individual. If the partner is a corporation, the dividends contained in the profit share of the shareholder will be taxed in accordance with the principles applicable for corporations (see “Corporations” above). If the partner is an individual, the taxation of the partner is generally in line with the principles described for sole proprietors (see “Sole Proprietors” above). Upon application and subject to further conditions, an individual as a partner can have his or her personal income tax rate lowered for earnings not withdrawn from the partnership. In addition, if the partnership is a commercially active or commercially tainted partnership (co- entrepreneurship) with a tax domicile in Germany, the dividends are generally subject to trade tax in the full amount at the partnership level if the shares are attributed to a German permanent establishment of the partnership. If a partner of the partnership is an individual, the portion of the trade tax paid by the partnership pertaining to his or her profit share will generally be credited, either in full or in part, against his or her personal income tax by means of a lump sum method—depending on the level of the municipal trade tax multiplier and certain individual tax relevant circumstances of the taxpayer. If the partnership fulfills the prerequisites for the trade tax exemption privilege at the beginning of the relevant assessment period, the dividends (after the deduction of business expenses economically related thereto) should generally not be subject to trade tax. However, in this case, trade tax should be levied on 5% of the dividends to the extent they are attributable to the profit share of a corporation which is a partner of such partnership and to whom at least 10% of the shares in the Company are attributable on a look-through basis, since such portion of the dividends should be deemed to be nondeductible business expenses. The remaining portion of the dividend income attributable to other than such specific corporation as partner of such partnership (which includes individual partners and should, under a literal reading of the law, also include any corporation as partner of such partnership to whom, on a look-through basis, only Portfolio Participations are attributable) should not be subject to trade tax. Special rules apply to companies operating in the financial and insurance sectors, as well as to pension funds (see “24.2.4 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds”).

24.2.2.3 Taxation of Dividends of Shareholders without a Tax Domicile in Germany Shareholders without a tax domicile in Germany, whose shares are attributable to a German permanent establishment or fixed place of business or are part of business assets for which a permanent representative in Germany has been appointed, are liable for tax in Germany on their dividend income. In this respect, the provisions outlined above for shareholders with a tax domicile in Germany whose shares are held as business assets apply accordingly (see “24.2.2.2.2 Shares Held as Business Assets” in “24.2.2.2 Taxation of Dividends of Shareholders with a Tax Domicile in Germany”). The withholding tax (including the solidarity surcharge

270 (Solidaritätszuschlag)) withheld and passed on will generally be credited against the income or corporate income tax liability or refunded in the amount of any excess. In all other cases, any German tax liability for dividends is satisfied by the withholding of the withholding tax by the Dividend Paying Agent. Withholding tax is only reimbursed in the cases and to the extent described above under “24.2.2.1 Withholding Tax.” Dividend payments that are funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) are generally not taxable in Germany.

24.2.3 Taxation of Capital Gains 24.2.3.1 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germany 24.2.3.1.1 Shares Held as Non-Business Assets Gains on the disposal of shares acquired after December 31, 2008 by a shareholder with a tax domicile in Germany and held as non-business assets are generally—regardless of the holding period—subject to a uniform tax rate on capital investment income in Germany (25% plus the solidarity surcharge (Solidaritätszuschlag) of 5.5% thereon, i.e. 26.375% in total plus any church tax (Kirchensteuer) if applicable). If the entitlement to dividend payments is disposed of without the shares, the income from the sale of the entitlement to dividend payments is taxable. The same applies if shares are sold without the entitlement to dividend payments. The taxable capital gain is computed from the difference between (i) the proceeds of the disposal, and (ii) the acquisition costs of the shares and the expenses related directly and materially to the disposal. Dividend payments that are funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) reduce the original acquisition costs; if dividend payments that are funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) exceed the acquisition costs, negative acquisition costs—which can increase a capital gain—can arise in the case of shareholders, whose shares are held as non-business assets and do not qualify as Qualified Holding. Only an annual lump sum deduction of EUR 801 (EUR 1,602 for married couples or registered civil unions (eingetragene Lebenspartnerschaften) assessed jointly) may be deducted from the entire capital investments income. It is generally not possible to deduct income-related expenses in connection with capital gains, except for the expenses directly related in substance to the disposal which can be deducted when calculating the capital gains. Losses on disposals of shares may only be offset against gains on the disposal of shares. If the shares are held in custody or administered by a domestic credit institution, domestic financial services institution, domestic securities trading company or domestic securities trading bank, including domestic branches of foreign credit institutions or financial service institutions, or if such an office executes the disposal of the shares and pays out or credits the capital gains (a “Domestic Paying Agent”), the tax on the capital gains will in general be satisfied by the Domestic Paying Agent withholding the withholding tax on investment income at an aggregate withholding tax rate of 26.375% (including solidarity surcharge (Solidaritätszuschlag)) plus church tax, if any, on the capital gain and transferring it to the tax authority for the account of the seller. If the shares were held in custody or administered by the same Domestic Paying Agent after the acquisition of the relevant shares, the amount of tax withheld is generally based on the difference between the proceeds from the sale, after deducting expenses directly relating to the sale, and the acquisition costs. If the shares are sold after being transferred to a Domestic Paying Agent, the aggregate withholding tax rate of 26.375% (including solidarity surcharge (Solidaritätszuschlag) thereon) plus church tax (Kirchensteuer), if any, will be applied to 30% of the gross sales proceeds unless the previous account bank is entitled and able to verify the actual acquisition cost. In any case, the shareholder is entitled to demonstrate the actual acquisition costs of the shares in the annual tax return. The shareholder can apply for his or her total capital investment income together with his or her other taxable income to be subject to the progressive income tax rate as opposed to the uniform tax rate on investment income, if this results in a lower tax liability (Günstigerprüfung). This request may only be exercised consistently for all capital investment income and be exercised jointly in the case of married couples or registered civil unions (eingetragene Lebenspartnerschaften) assessed jointly. In this case, the withholding tax would be credited against the progressive income tax and any resulting excess amount would be refunded; limitations on offsetting losses are applicable. Further, pursuant to the current view of the German tax authorities (which has been confirmed by a decision of the German Federal Tax Court (Bundesfinanzhof)), income-related expenses are nondeductible, except for the annual lump sum deduction.

271 If the withholding tax or, if applicable, the church tax (Kirchensteuer) on capital gains is not withheld by a Domestic Paying Agent, the shareholder is required to declare the capital gains in his or her income tax return. The income tax and any applicable church tax (Kirchensteuer) on the capital gains will then be collected by way of assessment. Generally however, an automatic procedure for deducting church tax (Kirchensteuer) applies unless the shareholder has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern (at the above address)) and church tax (Kirchensteuer) on capital gains is withheld by the Domestic Paying Agent and is deemed to have been paid when the tax is deducted. A deduction of the withheld church tax (Kirchensteuer) as a special expense is not permissible, but the withholding tax to be withheld (including the solidarity surcharge (Solidaritätszuschlag)) is reduced by 26.375% of the church tax (Kirchensteuer) to be withheld on the capital gains. Regardless of the holding period and the time of acquisition, gains from the disposal of shares are not subject to a uniform withholding tax but to progressive income tax in the case of a Qualified Holding. In this case, the partial income method applies to gains on the disposal of shares, which means that only 60% of the capital gains are subject to German income tax and only 60% of the losses on the disposal and expenses economically related thereto are tax deductible. Even in case withholding tax is actually withheld by a Domestic Paying Agent in the case of a Qualified Holding, this does not satisfy the tax liability of the shareholder. Consequently, a shareholder must declare his or her capital gains in his or her income tax returns. The withholding tax (including the solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable) withheld and paid will be credited against the shareholder’s income tax on his or her tax assessment (including the solidarity surcharge (Solidaritätszuschlag) and any church tax (Kirchensteuer), if applicable) or refunded in the amount of any excess.

24.2.3.1.2 Shares Held as Business Assets Gains on the sale of shares held as business assets of a shareholder with a tax domicile in Germany are not subject to uniform withholding tax. The taxation of the capital gains depends on whether the shareholder is a corporation, a sole proprietor or a partnership (co-entrepreneurship). Dividend payments that are funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the KStG) reduce the original acquisition costs. In case of disposal, a higher taxable capital gain can arise therefrom. If the dividend payments exceed the shares’ book value for tax purposes, a taxable capital gain can arise. (i) Corporations: If the shareholder is a corporation with a tax domicile in Germany, the gains on the disposal of shares are in general 100% exempt from corporate income tax (including the solidarity surcharge (Solidäritätszuschlag)) and trade tax, currently, regardless of the size of the participation and the holding period. However, 5% of the gains are treated as nondeductible business expenses and are therefore subject to corporate income tax (plus the solidarity surcharge (Solidaritätszuschlag)) at an aggregate tax rate amounting to 15.825% and trade tax at the average trade tax rate in Germany of approximately 15% (depending on the municipal trade tax multiplier applied by the municipal authority in which the shareholder maintains its operations or permanent establishments, with a statutory minimum trade tax rate of 7%), having the effect that dividends and other profit shares are effectively 95% exempt from corporate income tax (and solidarity surcharge (Solidaritätszuschlag) thereon) and trade tax. As a rule, losses on disposals and other profit reductions in connection with shares (e.g., from a write-down) cannot be deducted as business expenses. (ii) Sole Proprietors: If the shares are held as business assets by a sole proprietor with a tax domicile in Germany, only 60% of the gains on the disposal of the shares are subject to progressive income tax (plus the solidarity surcharge (Solidaritätszuschlag)) at a total tax rate of up to approximately 47.5%, and, if applicable, church tax (Kirchensteuer) (partial income method). Correspondingly, only 60% of the losses on the disposal and expenses economically related thereto are tax deductible. If the shares belong to a German permanent establishment of a business operation of the sole proprietor, 60% of the gains of the disposal of the shares are, in addition, subject to trade tax. As a general rule, trade tax can be credited towards the shareholder’s personal income tax, either in full or in part, by means of a lump sum tax credit method—depending on the level of the municipal trade tax multiplier and certain individual tax relevant circumstances of the taxpayer. (iii) Partnerships: If the shareholder is a partnership, the income or corporate income tax is not levied at the level of the partnership but at the level of the respective partner. The taxation depends on whether the partner is a corporation or an individual. If the partner is a corporation, the gains on

272 the disposal of the shares as contained in the profit share of the partner will be taxed in accordance with the principles applicable for corporations (see “(i) Corporations” above). For capital gains in the profit share of a partner that is an individual, the principles outlined above for sole proprietors apply to the relevant partners accordingly (partial income method, see above under “(ii) Sole Proprietors”). Upon application and subject to further conditions, an individual as a partner can obtain a reduction of his or her personal income tax rate for earnings not withdrawn from the partnership. In addition, if the partnership is a commercially active or commercially tainted partnership (co- entrepreneurship) with a tax domicile in Germany, gains on the disposal of shares are subject to trade tax at the level of the partnership, if the shares are attributed to a domestic permanent establishment of a business operation of the partnership: generally, at 60% as far as they are attributable to the profit share of an individual as the partner of the partnership, and, currently, at 5% as far as they are attributable to the profit share of a corporation as the partner of the partnership. Losses on disposals and other profit reductions in connection with the shares are currently not recognized for the purposes of trade tax if they are (i) attributable to the profit share of a corporation or (ii) taken into account at a ratio of 60% already in the context of the income determination of an individual. If the partner of the partnership is an individual, the portion of the trade tax paid by the partnership attributable to his or her profit share will generally be credited, either in full or in part, against his or her personal income tax by means of a lump sum method—depending on the level of the municipal trade tax multiplier and certain individual tax-relevant circumstances of the taxpayer. Special rules apply to companies operating in the financial and insurance sectors, as well as to pension funds (see “24.2.4 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds”).

Withholding Tax In the case of a Domestic Paying Agent, the gains of the sale of shares held as business assets are in general subject to withholding tax in the same way as shares held as non-business assets by a shareholder (see “24.2.3.1.1 Shares Held as Non-Business Assets” in “24.2.3.1 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germany”). However, the Dividend Paying Agent will not withhold the withholding tax, if (i) the shareholder is a corporation, association of persons or estate with a tax domicile in Germany, or (ii) the shares belong to the domestic business assets of a shareholder, and the shareholder declares so to the Domestic Paying Agent using the designated official form and certain other requirements are met. If withholding tax is nonetheless withheld by a Domestic Paying Agent, the withholding tax (including the solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable) withheld and paid would generally be credited against the income or corporate income tax liability (including the solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable) or would generally be refunded in the amount of any excess.

24.2.3.2 Taxation of Capital Gains of Shareholders without a Tax Domicile in Germany Capital gains derived by shareholders with no tax domicile in Germany are only subject to German tax if the selling shareholder has a Qualified Holding in the Company or the shares belong to a domestic permanent establishment or fixed place of business or are part of business assets for which a permanent representative in Germany has been appointed. In the case of a Qualified Holding, if the shareholder is a private individual, only 60% of the gains of the disposal of the shares are subject to progressive income tax plus the solidarity surcharge (Solidaritätszuschlag) (partial income method); however, most double taxation treaties provide for exemption from German taxation and assign the right of taxation to the shareholder’s country of residence. According to the tax authorities, there is no obligation to withhold withholding tax at source in the case of a Qualified Holding if the shareholder submits to the Domestic Paying Agent a certificate of domicile issued by a foreign tax authority. If the selling shareholder has a Qualified Holding in the Company and the selling shareholder is a corporation, which is not protected under a double taxation treaty, which exempts any capital gain from taxation in Germany, any capital gain of such shareholder is nevertheless fully tax exempt under German domestic rules. With regard to gains or losses of the disposal of shares belonging to a domestic permanent establishment or fixed place of business or which are part of business assets for which a permanent representative in Germany has been appointed, the abovementioned provisions pertaining to shareholders with a tax domicile in Germany whose shares are business assets apply mutatis mutandis (see “24.2.3.1.2 Shares Held as Business

273 Assets” in “24.2.3.1 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germany”). The Domestic Paying Agent can refrain from deducting the withholding tax if the shareholder declares to the Domestic Paying Agent on an official form that the shares form part of domestic business assets and certain other requirements are met.

24.2.4 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds As an exception to the aforementioned rules, dividends paid to, and capital gains realized by, certain companies in the financial and insurance sector are fully taxable. Since January 1, 2017, the aforementioned exclusions of (partial) tax exemptions for corporate income tax and trade tax purposes apply to shares which, in the case of credit institutions or financial services institutions, are to be allocated to the trading portfolio (Handelsbestand) within the meaning of the HGB. As a consequence, such credit institutions or financial services institutions cannot benefit from the partial income method and are not entitled to the effective 95% exemption from corporate income tax, solidarity surcharge and trade tax. Therefore, dividend income and capital gains are fully taxable. The same applies to shares held by finance companies where (i) credit institutions or financial services institutions hold, directly or indirectly, a participation of more than 50% in the respective finance company, and (ii) the finance company must disclose the shares as current assets (Umlaufvermögen) as of the time they are initially recognized as business assets. Likewise, the tax exemption described earlier afforded to corporations for dividend income and capital gains from the sale of shares does not apply to shares that qualify as a capital investment in the case of life insurance and health insurance companies, or those which are held by pension funds. However, an exemption to the foregoing, and thus a 95% effective tax exemption, applies to dividends obtained by the aforementioned companies, to which the Parent Subsidiary Directive applies. In addition, relief of withholding tax may be available under an applicable double taxation treaty, subject to certain prerequisites, e.g., substance requirements and holding periods, being met.

24.2.5 Inheritance and Gift Tax The transfer of shares to another person mortis causa or by way of gift is generally subject to German inheritance or gift tax if: (i) the place of residence, habitual abode, place of management or registered office of the decedent, the donor, the heir, the donee or another acquirer is, at the time of the asset transfer, in Germany, or such person, as a German national, has not spent more than five continuous years outside of Germany without maintaining a place of residence in Germany; (ii) the decedent’s or donor’s shares belonged to business assets for which there had been a permanent establishment in Germany or a permanent representative had been appointed; or (iii) the decedent or the donor, at the time of the succession or gift, held a direct or indirect interest of at least 10% of the Company’s share capital either alone or jointly with other related parties. The fair market value of the shares represents the tax assessment base. This is in general the stock exchange price of the shares. Different tax rates apply dependent on the degree of relationship between the decedent or donor and the recipient. The small number of double taxation treaties in respect of inheritance and gift tax which Germany has concluded to date usually provide for German inheritance or gift tax only to be levied in the cases under (i) and, subject to certain restrictions, in the cases under (ii). Special provisions apply to certain German nationals living outside of Germany and to former German nationals.

24.2.6 Other Taxes No German capital transfer taxes, value added tax, stamp duties or similar taxes are currently levied on the purchase or disposal or other forms of transfer of the shares; however, an entrepreneur may opt to subject disposals of shares, which are in principle exempt from value added tax, to value added tax if the sale is made to another entrepreneur for the entrepreneur’s business. Wealth tax is currently not levied in Germany.

24.2.7 The Proposed Financial Transaction Tax (FTT) On February 14, 2013, the EU Commission adopted a proposal for a Council Directive on a common financial transaction tax (“FTT”). According to such directive, the FTT shall be implemented in certain EU member states, including Germany.

274 The proposed FTT has very broad scope and could, if introduced, apply to certain dealings in the shares (including secondary market transactions) in certain circumstances. The issuance and subscription of the shares should however be exempt. According to the coalition agreement between the German Christian Democratic Party and the German Social Democratic Party, the current German government still has the intention to introduce an FTT. In June 2018, Germany and France agreed to further pursue the implementation of an FTT in the EU for which the current French financial transaction tax (which is mainly focused on transactions regarding shares in listed companies with a market capitalization of more than EUR 1 billion) could serve as a role model. Any FTT proposal is however still subject to negotiation between (certain) EU member states. Therefore, it is currently uncertain whether and when the proposed FTT will be enacted by the participating EU member states and when it will take effect with regard to dealings in the shares. On 9 December 2019, the German Federal Finance Minister announced another final proposal for a Directive for a financial transaction tax implemented by way of the enhanced cooperation mechanism to 9 other participating EU member states (“New FTT”), which, was revised again in April 2020. In addition, the German Federal Finance Ministry further prepared the implementation of the FTT or New FTT by the creation of a new department (Referat) within the German Federal Finance Ministry. Such new department is referred to as “Finanztransaktionsteuer (FTT)” (Financial Transaction Tax (FTT)). The proposed New FTT remains subject to negotiation between the participating EU member states. Prospective investors are advised to seek their own professional advice in relation to the FTT and New FTT.

24.2.8 Partial Abolition of the Solidarity Surcharge (Solidaritätszuschlag) as of 2021 As of 2021, the solidarity surcharge (Solidäritätszuschlag) which is an additional levy on the income tax burden of taxable persons in an amount of 5.5% will be partly abolished. Such abolition only affects individuals subject to income tax under the German Income Tax Act (Einkommensteuergesetz), hence corporations that are subject to corporate income tax under the German Corporate Income Tax Act (Körperschaftsteuergesetz) will not be affected by such abolition at all. As a result of such new law, the solidarity surcharge would only be levied if the income tax burden (tarifliche Einkommensteuer) exceeds an exemption limit of EUR 16,956 (or EUR 33,912 in the case of married couples or registered civil unions (eingetragene Lebenspartnerschaften) filing jointly). If the taxable income of an investor exceeds such exemption limit, the solidarity surcharge rate increases continuously up to a total levy of 5.5% on the income tax burden. However, the partial abolition of the solidarity surcharge will not affect the withholding of taxes (Kapitalertragsteuer). Solidarity surcharge will still be levied on the withholding tax amount and withheld accordingly. There will not be a refund of any solidarity surcharge (regardless of the aforementioned exemption limits) if the withholding tax cannot be refunded either.

275 25 FINANCIAL INFORMATION

Unaudited Three-Month Condensed Combined Interim Financial Statements of the Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for the three months ended December 31, 2020 Condensed Combined Income Statement ...... F-3 Condensed Combined Statement of Comprehensive Income ...... F-3 Condensed Combined Statement of Financial Position ...... F-4 Condensed Combined Statement of Changes in Equity ...... F-5 Condensed Combined Statement of Cash Flows ...... F-6 Notes to the Condensed Combined Interim Financial Statements ...... F-7 Audited Six-Month Condensed Combined Interim Financial Statements of the Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for the six months ended September 30, 2020 Condensed Combined Income Statement ...... F-44 Condensed Combined Statement of Comprehensive Income ...... F-44 Condensed Combined Statement of Financial Position ...... F-45 Condensed Combined Statement of Changes in Equity ...... F-46 Condensed Combined Statement of Cash Flows ...... F-47 Notes to the Condensed Combined Interim Financial Statements ...... F-48 Independent Auditor’s Report ...... F-78 Audited Unconsolidated German GAAP Financial Statements of the Company prepared in accordance with German Commercial Code (HGB) as of and for the short financial year ended March 31, 2020 Income Statement ...... F-85 Statement of Financial Position ...... F-86 Notes to the Financial Statements ...... F-87 Independent Auditor’s Report ...... F-89 Audited Unconsolidated Financial Statements of the Company prepared in accordance with IFRS as of and for the twelve months ended March 31, 2020 Income Statement ...... F-94 Statement of Comprehensive Income ...... F-94 Statement of Financial Position ...... F-95 Statement of Changes in Equity ...... F-96 Statement of Cash Flows ...... F-97 Notes to the Financial Statements ...... F-98 Independent Auditor’s Report ...... F-101 Audited Unconsolidated Financial Statements of the Company prepared in accordance with IFRS as of March 31, 2019 and for the period from February 28, 2019 to March 31, 2019 Income Statement ...... F-106 Statement of Comprehensive Income ...... F-106 Statement of Financial Position ...... F-107 Statement of Changes in Equity ...... F-108 Statement of Cash Flows ...... F-108 Notes to the Financial Statements ...... F-109 Independent Auditor’s Report ...... F-112

F-1 Unaudited Three-Month Condensed Combined Interim Financial Statements of the Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for the three months ended December 31, 2020

F-2 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Condensed combined interim financial statements for the three months ended 31 December 2020

Condensed Combined Income Statement Three months ended 31 Nine months ended 31 December December

2020 2020 Note €m €m Continuing operations Revenue 2 211.2 476.2 Maintenance costs (10.1) (20.6) Staff costs 4 (6.5) (12.0) Other operating expenses (15.3) (33.0) Depreciation on lease-related right of use assets 7 (49.6) (110.1) Depreciation on other property, plant and equipment 7 (22.1) (50.9)

Operating profit 3 107.6 249.6 Interest on lease liabilities 11 (13.5) (32.3) Other finance costs (2.8) (3.1) Other expenses (24.6) (25.4) Share of results of equity accounted joint ventures 15 2.0 2.0

Profit before tax 68.7 190.8

Income tax expense 5 (18.6) (52.4)

Profit for the period 50.1 138.4

Attributable to: Owners of the Company 50.0 138.3 Non-controlling interests 0.1 0.1

50.1 138.4

Condensed Combined Statement of Comprehensive Income, Three months ended 31 Nine months ended 31 December December

2020 2020 Note €m €m Profit for the period 50.1 138.4 Foreign exchange translation differences, net of tax 1.8 1.0 Items that will not be reclassified subsequently to profit or loss: Net actuarial losses on defined benefit pension schemes, net of tax (0.4) (0.8)

Total items that will not be reclassified to the income statement in 1.4 1.0 subsequent years

Other comprehensive income for the period, net of income tax 1.4 0.2

Total comprehensive income for the period 51.5 138.6

Attributable to:

Owners of the Company 51.4 138.5

Non-controlling interests 0.1 0.1

51.5 138.5

F-3

31 December 2020 30 September 2020 Note €m €m Non-current assets Goodwill and intangible assets 6 3,446.4 3,097.0 Property, plant and equipment 7 2,847.0 2,147.9 Investments in joint ventures 15 2,918.2 - Deferred tax assets 5 17.9 24.6 Trade and other receivables 9 9.2 3.8

9,238.7 5,273.3 Current assets Receivables due from related parties 8 1,127.4 392.0 Trade and other receivables 9 41.4 37.2 Cash and cash equivalents 6.2 3.1

1,175.0 432.3

Total Assets 10,413.7 5,705.6

Equity

Net investment of parent 4,947.6 3,442.0

Non-controlling interests 55.2 -

Total Equity 5,002.8 3,442.0

Non-current liabilities Lease liabilities 11 1,786.1 1,465.6 Provisions 12 308.8 274.7 Post employment benefits 0.5 0.4 Deferred tax liabilities 5 18.1 0.3 Payables due to related parties 8 195.1 104.3 Trade and other payables 10 2.9 4.7

2,311.5 1,850.0 Current liabilities Lease liabilities 11 263.0 72.2 Current income tax liabilities 5 23.6 19.6 Provisions 12 16.8 10.5 Payables due to related parties 8 2,633.3 170.5 Trade and other payables 10 159.6 140.8 Overdrafts 3.1 -

3,099.4 413.6

Total liabilities 5,410.9 2,263.6

Total equity and liabilities 10,413.7 5,705.6

The financial statements were approved by the board of Directors and authorised for issue on 14 February 2021. They were signed on its behalf by:

Vivek Badrinath, Chief Executive Officer Thomas Reisten, Chief Financial Officer Christian Sommer, General Counsel

F-4

Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Condensed combined interim financial statements for the three months ended 31 December 2020 Condensed Combined Statement of Changes in Equity Net investment of Non-controlling Total parent interests equity €m €m €m 1 April 2020 52.5 - 52.5 Shareholder contribution by way of transfer of companies 3,302.4 - 3,302.4 into the Group Profit for the period 88.3 - 88.3 Other comprehensive expense for the period (1.2) - (1.2) Total comprehensive income for the period 87.1 - 87.1

30 September 2020 3,442.0 - 3,442.0

Shareholder contribution by way of transfer of companies 1,264.7 55.1 1,319.8 into the Group Issue of shares 189.5 - 189.5 Profit for the period 50.0 0.1 50.1 Other comprehensive expense for the period 1.4 - 1.4

Total comprehensive income for the period 51.4 0.1 51.5

31 December 2020 4,947.6 55.2 5,002.8

F-5 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Condensed combined interim financial statements for the three months ended 31 December 2020 Condensed Combined Statement of Cash Flows Three months ended 31 Nine months ended 31 December December

2020 2020 Note €m €m

Net cash from operating activities 13 276.4 379.6

Investing activities Purchases of property, plant and equipment (29.8) (68.7)

Net cash used in investing activities (29.8) (68.7)

Financing activities Net movement in short-term borrowings 3.1 3.1 Net movements in cash management activities with (195.8) (222.7) related parties Repayment of lease liabilities including interest (50.9) (85.2)

Net cash used in financing activities (243.6) (304.8)

Net increase in cash and cash equivalents 3.0 6.1

Effect of foreign exchange rates 0.1 0.1 Cash and cash equivalents at beginning of period 3.1 - Additions on combination of companies into the Group - -

Cash and cash equivalents at end of period 6.2 6.2

F-6 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies

Basis of preparation Vantage Towers Germany AG (the “Company”) is incorporated and domiciled in Germany (registered with Düsseldorf Local Court under HRB no. 85940). The registered address of the Company is Prinzenallee 11-13, 40549 Düsseldorf/Germany. The Company is ultimately controlled by Vodafone Group Plc (“Vodafone”), a company incorporated and domiciled in England and Wales, with a registered address of Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.

The condensed combined interim financial statements for the three months and nine months ended 31 December 2020:

• are prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) as issued by the International Accounting Standards Board and as adopted by the European Union; • are presented on a condensed basis as permitted by IAS 34 and therefore do not include all disclosures that would otherwise be required in a full set of financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union (“IFRS”) • present the Condensed Combined Statement of Financial Position and the Condensed Combined Statement of Changes in Equity corresponding to the closing date of the immediately preceding six month period (30 September 2020) together with the figures at 31 December 2020 solely and exclusively for comparative purposes. Moreover, in accordance with IAS 34, next to each of the items of the Condensed Combined Income Statement, the Condensed Combined Statement of Comprehensive Income and the Condensed Combined Statement of Cash Flows, the figures corresponding to the three month period ended on 31 December 2020 are presented along with those corresponding to the nine month period ended on 31 December 2020; and • present the combined financial information of the Company, Vantage Towers, S.L.U, (domiciled in Madrid, Spain), Vantage Towers Limited, (domiciled in Dublin, Ireland), Vodafone Towers Portugal S.A. (domiciled in Lisbon, Portugal), Vantage Towers s.r.o (domiciled in Prague, Czech Republic), Vodafone Magyarország zrt (domiciled in Budapest, Hungary), Vodafone Towers Romania S.R.L. (domiciled in Bucharest, Romania), Vantage Towers Greece (domiciled in Athens, Greece) and Infrastrutture Wireless Italiane S.p.A (domiciled in Rome, Italy) (together the “Group”), on the basis set out below. - In preparing the condensed combined interim financial statements, consideration has been given to the intra group transactions entered into by wholly owned subsidiaries of Vodafone in order to enable Vodafone to separate its European tower infrastructure assets in Germany (the parent company), Spain, Portugal, the Czech Republic, Hungary, Romania, Greece, Ireland, its 50% ownership interest in Cornerstone Telecommunications Infrastructure Limited (“Cornerstone”) its 33.2% ownership interest in Infrastrutture Wireless Italiane S.p.A. (“INWIT”) and Central Tower Holding Company B.V. (“CTHC”) – the intermediate holding company - into a new stand-alone tower infrastructure business, being the Group.

In order to achieve separation of these tower infrastructure assets, the tower infrastructure assets in each local market were grouped into a business unit within the Vodafone operating company in that market and then carved out of the operating company into a separate legal entity controlled by Vodafone, either by way of a hive-down, a demerger or otherwise. Following this separation, the various legal entities have now reorganised under the Company to form the Group.

F-7 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Basis of preparation (continued) Presentation of the history of these transactions, in the condensed combined interim financial statements, has been considered in conjunction with the expected presentation of those same transactions in the consolidated financial statements for the year end to ensure consistency of reporting in accordance with IFRS.

In considering the presentation of the consolidated financial statements, for the year end, the Directors have considered the guidance in IFRS 10 “Consolidated Financial Statements” (“IFRS 10”) relating to individual transactions. The Directors have considered that the commercial purpose of separating certain of Vodafone’s European tower infrastructure assets into a standalone tower infrastructure business, and the related legal steps undertaken to achieve this, have taken place in contemplation of each other solely to achieve a single purpose, being the public listing of the Company’s shares. The Directors have therefore concluded that the various steps undertaken should be accounted for as a single transaction.

As the single transaction comprises the combination of the separate European tower businesses, this meets the definition of a business combination. However, as the transaction is under common control, the accounting does not fall in scope of any existing IFRSs. Consequently, in accordance with International Accounting Standards 8 “Accounting Policies, Changes in Accounting Estimates and Errors” (“IAS 8”), the Directors must employ judgement to develop and apply an appropriate accounting policy.

The Directors have also considered whether it would be more appropriate to prepare consolidated financial statements given the Group came into existence during the three months ended 31 December 2020 following the acquisition of CTHC (17 December 2020). The Directors have concluded that these financial statements should be presented on a combined rather than a consolidated basis as presentation of the full three months ended 31 December 2020 of combined results will be most useful to users. This is due to the fact that it will be the first complete three month period for which the majority of all legal entity separations have been completed and is most consistent with the basis of preparation of the previous financial statements for the six month period ending 30 September 2020. In contrast, consolidated financial statements for the three month period ending 31 December 2020 would only reflect transactions during the period from 17 December until 31 December 2020 and would therefore only provide a very narrow picture of the performance of the Group.

Accordingly, the Directors have concluded that it is appropriate to account for the combination of the European tower assets that make up the Group by applying the pooling of interests method based on historical carrying values as though the current structure had always been in place, a method of accounting for business combinations. These historical carrying values are determined by reference to the book values recorded under the Vodafone Group accounting policies immediately preceding the transaction in accordance with the pooling of interests approach. In applying the pooling of interests method, the Directors have considered the requirements of IFRS 10 which, in the absence of specific IFRS guidance, is considered to be analogous and relevant for the purposes of accounting for the combination.

IFRS 10 mandates that the consolidated financial statements of the receiving entity cannot include financial information of a subsidiary prior to the date it obtains control. Accordingly, in applying the pooling of interests method, the Directors do not consider it appropriate to present financial information of the combining businesses, for periods prior to the combination.

F-8 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Basis of preparation (continued) In considering the presentation of the condensed combined financial statements, for the period ended 31 December 2020, the Directors are required to apply judgement given that the Group is only part way through the single transaction. In applying judgement, the Directors have also considered that IAS 34 requires continuity with the basis of preparation for year end financial statements. Whilst the basis of preparation cited above is referenced to principles embodied within consolidated financial statements, the Directors have concluded that in the absence of specific IFRS guidance, the approach to presenting comparative information should be consistent with the proposed approach for the year end reporting. Consequently, these condensed combined interim financial statements have been prepared on the basis that the financial history of the Group commences on the date of legal separation for each company within the Group.

The effective date of the legal separation of the various European tower businesses from the respective Vodafone operating companies in which they were originally held took place on various dates between 18 March 2020 and 23 December 2020, as detailed below.

In addition to CTHC, the intermediary holding company that the Company acquired 100% of the ordinary shares in on 17 December 2020, the following entities within the Vantage Towers business have been included within the condensed combined interim financial statements from the effective date of their demerger from the respective Vodafone operating companies:

• Vantage Towers, S.L.U (“Vantage Towers Spain”) – 18 March 2020;

• Vantage Towers AG (“Vantage Towers Germany”) – 25 May 2020;

• Vantage Towers Limited (“Vantage Towers Ireland”) – 1 June 2020;

• Vodafone Towers Portugal S.A. (“Vantage Towers Portugal”) – 16 July 2020;

• Vantage Towers s.r.o. (“Vantage Towers Czechia Republic”) – 1 September 2020;

• Vodafone Magyarország zrt (“Vantage Towers Hungary”) – 1 November 2020;

• Vodafone Towers Romania S.R.L. (“Vantage Towers Romania”) – 13 November 2020;

• Vodafone Greek TowerCo – 17 November 2020 (followed by the Group’s 62% acquisition of Vantage Towers Greece on 23 December 2020, which contained the assets of both Vodafone Greek TowerCo and Wind Hellas Greek TowerCo respectively); and

• the Group’s investment in the joint venture of Infrastrutture Wireless Italiane S.p.A (“INWIT”) – 19 November 2020.

For the avoidance of doubt, the investment in the joint venture of Cornerstone Telecommunications Infrastructure Limited (“Cornerstone”) has not been included within these condensed combined interim financial statements, as the investment has not been transferred from the respective Vodafone operating entity on 31 December 2020. See note 18 subsequent events for further information on transactions relating to this entity.

The Directors of Vantage Towers AG have taken responsibility for the preparation and approval of these condensed combined interim financial statements. As such, references herein to “the Directors” should be taken as the Directors of Vantage Towers AG.

F-9 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Basis of preparation (continued) The Group operates a portfolio of tower sites across Europe, for which it receives revenue both from the Vodafone Group under Master Service Agreements (“MSA”) and from other unrelated customers.

The condensed combined interim financial statements have been prepared on the historical cost basis except for certain financial and equity instruments that have been measured at fair value.

The principal accounting policies are set out below and in the notes to the condensed combined interim financial statements.

Presentation currency The condensed combined interim financial statements are presented in Euro, which is also the Group’s and each entity’s functional currency with the exception of Vantage Towers Czechia Republic and Vantage Towers Hungary which have functional currencies of Czech Koruna and Hungarian Forint respectively.

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Changes in the fair value of monetary securities denominated in foreign currency are analysed between translation differences and other changes in the carrying amount of the security. Translation differences are recognised in the combined income statement and other changes in carrying amount are recognised in the combined statement of comprehensive income.

For the purpose of presenting condensed combined interim financial statements, the assets and liabilities of entities with a functional currency other than Euro are expressed in Euro using exchange rates prevailing at the reporting period date. Income and expense items and cash flows are translated at the average exchange rates for each month and exchange differences arising are recognised directly in other comprehensive income. On disposal of a foreign entity, the cumulative amount previously recognised in the combined statement of comprehensive income relating to that particular foreign operation is recognised in profit or loss in the combined income statement.

Principles of combination The asset, liabilities and profit or loss of the entities comprising the Group have been combined. All transactions and balances between entities included within the Group have been eliminated. Where there are transactions with other Vodafone Group Plc entities outside of the Group, these amounts are disclosed as related party transactions in note 8.

F-10 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Going concern

The Directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements.

The Directors have reviewed the financial performance and position of the Company and have assessed the monthly cashflow forecasts through to March 2022. They note the Group’s €966.4 million cash is held in a call deposit account as part of the Vodafone Group Plc cash pooling arrangement. Per the terms of the arrangement, the Directors have control of this deposit and draw down upon this balance when needed. Having considered the overall financial position of the Vodafone Group, as set out in its Interim Financial Statements for the 6 months ended 30 September 2020, the Directors are satisfied that the Vodafone Group has sufficient liquidity for the Company and Group to continue to access the cash balance held in its call deposit account.

Despite the potential for a sustained macro-economic downturn, the Directors are satisfied that, due to the low cost base and significant head room in the cash flow forecast, the business will continue to have sufficient cash available even in the event of any reasonably possible downturn in trading. There has been limited impact on the business as a result of COVID-19 (see note 14 “Capital and financial risk management”). On the basis of their assessment, the Directors of Vantage Towers A.G. expect that the Company will be able to continue in operational existence for the period up to and including March 2022, and hence continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Current or non-current classification Assets are classified as current in the condensed combined statement of financial position where recovery is expected within 12 months of the reporting date. All assets where recovery is expected more than 12 months from the reporting date and all deferred tax assets and property, plant and equipment are reported as non- current. Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For provisions, where the timing of settlement is uncertain, amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as non-current

Significant accounting policies applied in the current reporting period that relate to balances without a separate note

Cash and cash equivalents Cash and cash equivalents comprise cash in hand and call deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. All cash and cash equivalents are measured at amortised cost. The carrying amount of balances at amortised cost approximates their fair value.

F-11 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Significant accounting policies applied in the current reporting period that relate to balances without a separate note (continued)

Post employment benefits For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or liability on the statement of financial position. Defined benefit plan liabilities are assessed using the projected unit funding method and applying the principal actuarial assumptions at the reporting period date. Assets are valued at market value. Actuarial gains and losses are taken to the statement of comprehensive income as incurred. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising from differences between the previous actuarial assumptions and what has actually occurred. The return on plan assets, in excess of interest income, and costs incurred for the management of plan assets are also taken to other comprehensive income. Other movements in the net surplus or deficit are recognised in the income statement, including the current service cost, any past service cost and the effect of any settlements. The interest cost less the expected interest income on assets is also charged to the income statement. The amount charged to the income statement in respect of these plans is included within other operating costs. The Group’s contributions to defined contribution pension plans are charged to the income statement as they fall due.

New accounting pronouncements to be adopted on or after 1 April 2021 The IASB has issued amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 and Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9, which are effective for annual periods beginning on or after 1 January 2021. Although not yet endorsed by the EU, the Group’s financial reporting will be presented in accordance with the above new standards from 1 April 2021.

The IASB has issued Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” and IFRS 17 “Insurance Contracts”, which are effective for annual periods beginning on or after 1 January 2023. Although not yet endorsed by the EU, the Group’s financial reporting will be presented in accordance with the above new standards from 1 April 2023.

The Group’s work to assess the impact of these accounting changes is continuing; however, the changes are not expected to have a material impact on the future consolidated income statement, consolidated statement of financial position or consolidated cash flow statement.

The following narrow-scope amendments were issued by the IASB during May 2020 and are effective for annual periods beginning on or after 1 January 2022, they have not yet been endorsed by the EU.

- Annual Improvements to IFRS Standards 2018-2020; - Amendment to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”; - Amendment to IAS 37 “Onerous Contracts – Cost of Fulfilling a Contract”; and - Amendment to IFRS 3 “Reference to the Conceptual Framework”. The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented in accordance with these standards from 1 April 2022.

F-12 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

New accounting pronouncements to be adopted on or after 1 April 2021 (continued) The IASB has also issued amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”, however, the effective date has been deferred indefinitely since 2015.

Critical accounting judgements and key sources of estimation uncertainty

IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. In determining and applying accounting policies, Directors and management are required to make judgements and estimates in respect of items where the choice of specific policy, accounting judgement, estimate or assumption to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure of contingent assets or liabilities during the reporting period; it may later be determined that a different choice may have been more appropriate.

The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; they are recognised in the period of the revision and future periods if the revision affects both current and future periods.

Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the condensed combined interim financial statements and the estimates that are considered to be “critical estimates” due to their potential to give rise to material adjustments in the Group’s financial statements in the following period. As at 31 December 2020, management has identified critical judgements in respect of presentation of comparatives, revenue recognition, lease accounting, valuation of goodwill and taxation. In addition, management has identified critical accounting estimates in relation to the impairment of goodwill and estimation of asset retirement obligations.

Critical judgements in applying the Group’s accounting policies The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the condensed combined interim financial statements. As set out in the basis of preparation section, in determining the presentation basis of the condensed combined interim financial statements, the Directors are required to apply various judgements and have concluded that: - the legal steps undertaken in combining the European tower businesses should be accounted for as a single transaction; - in applying a pooling of interests method for the business combination, the inclusion of financial information for the European tower businesses prior to the date of legal separation would contradict the requirements of IFRS 10 and therefore no comparative information is presented for that period; and - in order to comply with the continuity principles of IAS 34, the condensed combined interim financial statements, for the period ended 31 December 2020, should be prepared on the same basis as that proposed for the consolidated financial statements for the year ending 31 March 2021.

F-13 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued)

Revenue recognition Revenue recognition under IFRS 15 ‘Revenue from contracts with customers’ necessitates the use of management judgements to produce financial information. The most significant accounting judgement is disclosed below. Gross versus net presentation If the Group has control of goods or services before they are delivered to a customer, then the Group is the principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent in the transaction depends on the analysis by management of both the legal form and substance of the agreement between the Group and its business partners; such judgements impact the amount of reported revenue and operating expenses (see note 2 “Revenue disaggregation and segmental analysis”) but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the Group is a principal or an agent include, for example, those where the Group delivers energy to operator equipment, in which control of energy is not obtained prior to delivery to customers. Lease accounting Lease accounting under IFRS 16 ‘Leases’ necessitates the collation and processing of very large amounts of data combined with application of management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below. Lessor classification of arrangements as either operating or finance lease Management judgement is required in determining whether leases where the Group is lessor are classified as operating or finance leases. This has a significant impact on revenue recognition. Operating lease revenue is recognised on a straight line basis (or similar) over the lease term, while finance lease income is recognised largely up front, with interest income recognised over the remainder of the term. IFRS 16 contains a number of indicators that a lease may be a finance lease. The relevant indicators considered in the context of the leases of tower space to telecommunication companies were: • whether the lease term is for the major part of the economic life of the asset; • whether the present value of payments are substantially all of the fair value of the asset. Management considered the following factors when assessing lease classification: • The lease term, is significantly shorter than the useful life of tower assets. Where aged towers are being used to fulfil the MSA, it is expected that the assets will be maintained rather than replaced; • High level analysis concluded that the present value of lease payments was not ‘substantially all’ of the fair value of the tower asset; • Consideration of the nature of the arrangement, which is more consistent with short term hire agreement (operating lease) than financing the acquisition of assets (finance lease) On the basis of the factors considered, Management determined that leases under the MSA should be classified as operating leases. See note 11 for further details.

F-14 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued) Lessee - Lease term Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional periods should be included when determining the lease term. As a lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. The value of the right-of-use asset and lease liability will be greater when extension options are included in the lease term. The assessed lease term is subject to the non-cancellable period and rights and options in each contract. Generally, lease terms are judged to include the non-cancellable contractual periods including any reasonably certain extension periods. For the Group’s site leases, extension options are assumed to be exercised if they are exercisable within the non-cancellable MSA term. In most instances the Group has options to renew or extend leases for additional periods after the end of the initial non-cancellable lease term which are assessed using the criteria above. Valuation of goodwill Goodwill previously attributed to Vodafone Group businesses in each market, recorded at cost less accumulated impairment, has been accounted under the pooling of interests approach. Goodwill, less amounts relating to Vodafone Group’s acquisition of Liberty Global assets which are deemed not to relate to the Group, has been allocated between the Group’s businesses and the remaining Vodafone operating business in proportion to the relative value of the cash generating units for each market, at the demerger date. The allocation of goodwill between cash generating units is assessed from the enterprise value of the relevant Vodafone Group operations. Taxation The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge involves management to exercise judgement in respect of the following: Recognition of deferred tax assets Significant items on which the Group has exercised judgement whether or not to recognise deferred tax assets in respect of losses in Spain. The recognition of deferred tax assets, particularly in respect of tax losses, is based upon whether management judge that it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the availability of future taxable profits using the same undiscounted five year forecasts for the Group’s operations as are used in the Group’s value in use calculations for goodwill impairment purposes. Changes in the judgements taken which underpin the Group’s forecasts could have an impact on the amount of deferred tax asset recognised. The Group only considers substantively enacted tax laws when assessing the amount and availability of tax losses to offset against the future taxable profits (see note 5 “Income taxes”).

F-15 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued)

Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Impairment – goodwill IFRS requires management to perform impairment tests annually for indefinite lived assets. For goodwill in particular, the value in use calculations required to support the goodwill balance involve significant estimates, including those involved in management’s forecast, any long term growth rates applied to this, and the appropriate discount rate to use to reflect risks (amongst others). Given the level of estimation involved and the size of the goodwill balance, impairment reviews are considered to be a key source of estimation uncertainty. See note 6 for further details.

Asset retirement obligation provision Estimation of future costs The Group is required to recognise provisions for site restoration costs on its leased assets. There is uncertainty around the cost of asset retirement obligations as cost estimates can vary in response to many factors, including from changes in market rates for goods and services, to the relevant legal requirements, the emergence of new technology or experience at other assets. The expected timing, work scope, amount of expenditure and risk weighting may also change. Therefore estimates and assumptions are made in determining the provision for asset retirement obligations. The estimated asset retirement obligation costs are reviewed annually. The asset retirement obligation provision is based on current legal and contractual requirements, technology and price levels. An increase or decrease in the cost estimates by 10% at 31 December 2020 would result in an increase or decrease in the liability and corresponding asset by €31.9 million and €31.9 million respectively.

2. Revenue disaggregation and segmental analysis The Group’s businesses are managed on a geographical basis. Selected financial data is presented on this basis below. Accounting policies Revenue When the Group enters into an agreement with a customer, service deliverables under the contract are identified as separate performance obligations (‘obligations’) to the extent that the customer can benefit from the goods or services on their own and that the separate services are considered distinct from other services in the agreement. Where individual services do not meet the criteria to be identified as separate obligations they are aggregated with other services in the agreement until a separate obligation is identified. The obligations identified will depend on the nature of individual customer contracts, but might typically be separately identified for energy, maintenance of the underlying tower infrastructure and allied services provided to customers. The provision of space on the Group’s tower infrastructure is considered to be a lease, see note 11 for further information. Where services have a functional dependency (for example, services are required to be provided alongside the lease) this does not, in isolation, prevent those services from being assessed as separate obligations.

F-16 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued) The Group determines the transaction price to which it expects to be entitled in return for providing the promised obligations to the customer based on the committed contractual amounts, net of sales taxes and, where applicable, discounts. The transaction price is allocated between the identified obligations according to the relative standalone selling prices of the obligations. The standalone selling price of each obligation deliverable in the contract is determined according to the prices that the Group would achieve by selling the same services included in the obligation to a similar customer on a standalone basis; where standalone selling prices are not directly observable, estimation techniques are used maximising the use of external inputs. Revenue is recognised when the respective obligations in the contract are delivered to the customer and payment is probable. Revenue from leases is recognised on a straight line basis over the term of the lease; see note 11 for details. Revenue for the provision of services is recognised when the Group provides the related service during the agreed service period. When the Group has control of energy prior to delivery to a customer, then the Group is the principal in the sale to the customer. As a principal, receipts from customers and payments to suppliers are reported on a gross basis in revenue and operating costs. If another party has control of services prior to transfer to a customer, then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is recognised net of any related payments to the supplier and recognised revenue represents the margin earned by the Group. Control of the energy is obtained by the Group and recorded on a gross basis, with the exception where the Group delivers energy to operate the antenna and provide mobile reception to customers in which case control of the energy is not obtained prior to transfer to a customer. See “Critical accounting judgements and key sources of estimation uncertainty” in note 1 for details. Segmental analysis The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating decision maker to be the Management Board. The Group has a single group of similar services and products, being the supply of infrastructure leases and related services. Revenue is attributed to a country or region based on the location of the tower assets and company reporting the associated revenue. The aggregation of operating segments into the Germany, Spain and other regions, in the opinion of management, reflects the basis on which the Group manages its interests. The aggregation of operating segments reflects, in the opinion of management, the similar economic characteristics within each of those countries as well as the similar services offered and supplied, classes of customers and the regulatory environment. The period for each segment’s results disclosed below is from the date of de-merger of each market, as set out in the note 1 basis of preparation, until 31 December 2020.

F-17 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued) Recharged Three months ended 31 Ground lease capital December 2020 Total revenue Adjusted EBITDA expense1 expenditure Adjusted EBITDAaL €m €m €m €m €m Germany 119.2 98.4 (27.9) (1.3) 69.2 Spain 41.8 37.5 (18.0) (0.2) 19.3 Greece 8.1 7.1 (2.8) - 4.3 Other European - Markets 42.1 36.3 (14.4) 21.9 Combined 211.2 179.3 (63.1) (1.5) 114.7 1 Ground lease expense represents the sum of depreciation on lease-related right of use assets and interest on lease liabilities.

Recharged Nine months ended 31 Ground lease capital December 2020 Total revenue Adjusted EBITDA expense1 expenditure Adjusted EBITDAaL €m €m €m €m €m Germany 280.2 237.0 (62.3) (1.3) 173.4 Spain 121.2 108.8 (54.5) (0.6) 53.7 Greece 8.1 7.1 (2.8) - 4.3 Other European 66.7 57.7 (22.8) - 34.9 Markets Combined 476.2 410.6 (142.4) (1.9) 266.3 1 Ground lease expense represents the sum of depreciation on lease-related right of use assets and interest on lease liabilities The Group measures segment profit using adjusted EBITDA, defined as operating profit before depreciation on lease-related right of use assets, depreciation, amortisation and gains/losses on disposal for other property, plant and equipment, and excluding impairment losses, restructuring costs arising from discrete restructuring plans, other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. A reconciliation of adjusted EBITDA to operating profit is shown below. For a reconciliation of operating profit to segment profit for the period, see the combined income statement. Three months ended 31 Nine months ended 31 December 2020 December 2020 €m €m Adjusted EBITDA 179.3 410.6 Depreciation on lease-related right of use assets (49.6) (110.1) Depreciation on other property, plant and equipment (22.1) (50.9) Operating profit 107.6 249.6

The Group also measures segment performance using Adjusted EBITDAaL, calculated as adjusted EBITDA less recharged capital expenditure revenue, and after depreciation on lease-related right of use assets and deduction of interest on leases.

F-18 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued) Segmental assets and capital expenditure Three months Non-current assets1 Lease-related right Maintenance Other capital Depreciation and ended 31 of use assets capital expenditure amortisation December 2020 expenditure2

Germany 383.9 820.7 4.0 18.7 36.1 Spain 113.6 456.6 1.8 3.5 15.8 Greece 124.4 314.4 0.2 0.1 3.1 Other European 182.5 460.1 1.4 2.3 16.7 Markets Combined 804.4 2,051.8 7.4 24.6 71.7 1 Comprises other property, plant and equipment and non-current trade and other receivables 2 Maintenance capital expenditure is capital expenditure required to maintain and continue the operation of the existing tower network and other Passive Infrastructure, excluding capital investment in new Sites or growth initiatives. Revenue disaggregation The Group generates revenue based on the different services it offers. The Group earns the vast majority of its revenue based on long-term contracts with Vodafone and other Mobile Network Operators (“MNO”) on Macro Sites. Macro Sites are the physical infrastructure, either ground-based or located on the top of a building, where communications equipment is placed to create a cell in a mobile network. Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites. Fees are charged on a per Site basis, except in the case of certain Active Sharing Arrangements in Spain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites. The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services to its customers. Other rental revenue (DAS/Small Cell) represents revenue earned from renting space and providing services to tenants on DAS/Small Cell Sites. Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites. Recharged capital expenditure revenue is recognized over the term of the associated Vodafone MSA, resulting in deferred income recognition. €1.5m of recharged capital expenditure revenue was generated during the 3 months ended December 31, 2020; however, upgrade revenue is expected to increase over time as the Vodafone MSAs have come into force. Revenue reported for the year includes revenue from contracts with customers, comprising service revenue as well as other revenue items including energy revenue and other income items such as the infrastructure upgrade revenue. Lease revenue is revenue recognized under IFRS 16 “Leases”. The table below disaggregates the Group’s revenue into the various categories.

F-19 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued) Three months ended 31 Nine months ended 31 December 2020 December 2020 €m €m Service revenue 51.9 119.9 Other service revenue 4.7 9.9 Total revenue from contracts with customers 56.6 129.8 Lease revenue 150.7 342.1 Other lease revenue 3.9 4.3 Total revenue 211.2 476.2 Split as: 0 Macro site revenue 201.3 458.3 Other rental revenue 3.7 6.1 Energy and other revenue 4.7 9.9 Recharged capital expenditure 1.5 1.9 211.2 476.2

Included in total revenue are revenues which arose from sales to the Group’s largest customer Vodafone Group Plc (see note 8). No other single customers contributed 10 per cent or more to the Group’s revenue in the 3 month or 9 month periods to 31 December 2020. The total future revenue from the Group’s contracts with customers with performance obligations not satisfied at 31 March 2020 is €4,676.0 million; of which €633.9 million is expected to be recognised within the next year with the remainder to be recognised in future years over the term of the customer agreements.

3. Operating profit Detailed below are the significant amounts recognised in arriving at operating profit: Three months Nine months ended 31 ended 31 December 2020 December 2020 €m €m Net foreign exchange losses/(gains) - - Depreciation on lease-related right of use assets 49.6 110.1 Depreciation on other property, plant and equipment 22.1 50.9 Maintenance costs 10.1 20.6 Energy costs 4.5 11.1

F-20 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

4. Staff costs The cost incurred in respect of employees (including Directors) was: Three months Nine months ended 31 ended 31 December 2020 December 2020 €m €m Wages and Salaries 5.6 10.3 Social security costs 0.7 1.3 Other pension costs 0.2 0.3 Share-based payments - 0.1 Total 6.5 12.0

5. Income taxes Accounting policies Income tax expense represents the sum of current and deferred taxes. Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting period date. The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most likely outcome where the issues are binary, or the expected value approach where the issues have a range of possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that temporary differences or taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect changes in the Group’s assessment that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the reporting period date. Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.

F-21 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

Three months ended Nine months ended 31 December 2020 31 December 2020 €m €m Corporation income tax: Current year 9.3 27.7 Total current tax expense 9.3 27.7 Deferred tax on origination and reversal of temporary differences 9.3 24.7 Total deferred tax expense 9.3 24.7 Total income tax expense 18.6 52.4

A net deferred tax asset of €24.5m was acquired by the Group as part of the transfers of the local market tower businesses in this period. Of the acquired €24.5m net deferred tax asset, €44.9m relates to tax losses carried forward in Vantage Germany. The remaining acquired deferred tax balances which net to a deferred tax liability of €20.4m relates to temporary differences arising on fixed assets, leases, and provisions held by the Group.

The deferred tax charge mainly relates to the utilisation of tax losses in Germany.

The German tower business was transferred to the Group on 25 May 2020. However, for German tax purposes this transfer applies retroactively from 30 September 2019. In the period to 25 May 2020, the business generated tax losses as Vantage only generated third-party income. On the date of migration of the business in May, Vantage and Vodafone concluded on their Tower rental agreements leading to an additional income source. A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020 on the basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended 31 March 2021 and 2022 on which the losses can be utilised to offset for tax purposes.

The Spanish towers business has unused tax losses of €187.6 million which are available to offset against the future profits of the business and do not expire. The Spanish Towers business remains a member of Vodafone's Spanish tax group at the balance sheet date and, due to the early stage of the IPO process together with local tax law criteria, it is uncertain whether the Spanish Towers business will leave the tax group in the near future. Due to this, together with the tax group's history of losses and the trading environment the spanish tax group operates in, no deferred tax asset is recognised for these tax losses.

6. Goodwill and intangible assets Goodwill arising under the pooling of interests approach (see note 1) relates to goodwill previously held by the Vodafone Group, recorded at cost less accumulated impairment, that relates to the Vantage businesses and which has been allocated to the tower business cash generating units at the date of demerger for each entity.

Goodwill is initially recognised at the Vodafone Group carrying value immediately prior to demerger of each tower business and is subsequently measured at this value less any accumulated impairment losses. Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be required.

F-22 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

6. Goodwill and intangible assets (continued) On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the income statement on disposal.

Goodwill Software Total €m €m €m Cost 1 April 2020 10.0 - 10.0

Additions on combination of companies into the Group 3,087.0 - 3,087.0

30 September 2020 3,097.0 - 3,097.0 Additions on combination of companies into the Group 342.0 - 342.0 Additions - 3.4 3.4 Foreign exchange differences 3.9 - 3.9 31 December 2020 3,442.9 3.4 3,446.3

Accumulated impairment losses and amortisation 1 April 2020 Impairment charge - - - 30 September 2020 - - - Impairment charge - - Amortisation charge - - - 31 December 2020 - - -

Net book value

30 September 2020 3,097.0 - 3,097.0

31 December 2020 3,442.9 3.4 3,446.3

Impairment losses

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset may be impaired.

For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. The determination of the Group’s cash-generating units is primarily based on the country where the Group’s towers assets are located.

If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognised for goodwill are not reversible in subsequent periods.

F-23 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

6. Goodwill and intangible assets (continued) The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Management prepares formal five year management plans for the Group’s cash-generating units, which are the basis for the value in use calculations.

The goodwill in the Group represents the excess of the cost of historical acquisitions by Vodafone over the fair value of the acquired net assets which arose primarily due to synergies expected to be made at the time of those acquisitions.

As at 31 December 2020, the Group’s goodwill is not required to be assessed for impairment through the annual impairment test. Management have not identified any impairment indicators that would require an impairment test.

The carrying value of goodwill at 31 December was as follows:

31 December 2020 30 September 2020 Cash generating unit €m €m Germany 2,565.0 2,565.0 Spain 10.0 10.0 Greece 256.0 - Other European Markets 611.9 522.0 Combined 3,442.9 3,097.0

See note 2 for details of the revenue and profit or loss of the cash generating units from the date of demerger from Vodafone.

7. Property, plant and equipment Accounting policies Land and infrastructure assets held for use are stated in the statement of financial position at their cost, which is made up of direct costs and costs in relation to asset retirement obligations, less any subsequent accumulated depreciation and any accumulated impairment losses. Amounts for other assets are primarily made up of towers and other infrastructure assets such as electricity substations and cables. It also includes fixtures and fittings and IT hardware and software. These are all stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is charged so as to write off the cost of assets, other than land, using the straight-line method, over their estimated useful lives, as follows:

F-24 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

7. Property, plant and equipment (continued)

Land and buildings: - Freehold buildings 25 – 50 years - Leasehold premises The term of the lease Other: - Towers 25 years - Other infrastructure assets 4 – 8 years - Other 1 – 8 years

Depreciation is not provided on freehold land. Right-of-use assets arising from the Group’s lease arrangements are depreciated over their reasonably certain lease term, as determined under the Group’s leases policy (see note 11“Leases” and “Critical accounting judgements and key sources of estimation uncertainty” in note 1 for details), unless the useful life of the right- of-use asset is shorter than reasonably certain lease term, in which case are depreciated over the asset’s useful life. The gain or loss arising on the disposal, retirement or granting of a lease on an item of property, plant and equipment is determined as the difference between any proceeds from sale, or receivables arising on a lease, and the carrying amount of the asset and is recognised in the income statement At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement. Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years, and an impairment loss reversal is recognised immediately in the income statement.

F-25 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

7. Property, plant and equipment (continued)

Land and buildings Other Total €m €m €m Cost 1 April 2020 - 81.2 81.2 Additions on combination of companies into the 22.2 388.1 410.3 Group Additions - 81.3 81.3 Changes in estimates of asset retirement - 43.7 43.7 obligations (see note 12) Disposals - - - Foreign exchange differences - (0.6) (0.6)

30 September 2020 22.2 593.7 615.9

Additions on combination of companies into the 6.9 83.3 90.2 Group Arising on acquisition (note 16) 73.7 19.8 93.5 Transfers from related parties - 7.1 7.1 Additions 0.3 31.7 32.0 Changes in estimates of asset retirement - 6.0 6.0 obligations (see note 12) Disposals - - - Foreign exchange differences - 1.4 1.4

31 December 2020 103.1 743.0 846.1

Accumulated depreciation and impairment 1 April 2020 - - - Charge for the period - 28.8 28.8 Disposals - - - Foreign exchange differences - - -

30 September 2020 - 28.8 28.8

Charge for the period - 22.1 22.1 Disposals - - - Foreign exchange differences - - -

30 December 2020 - 50.9 50.9

Net book value

30 September 2020 22.2 564.9 587.1

31 December 2020 103.1 692.1 795.2

F-26 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

7. Property, plant and equipment (continued) Included in the net book value of infrastructure assets are assets in the course of construction, which are not depreciated, with a cost of €74.4 million. Also included in the book value of other assets are tower and infrastructure assets leased out by the Group under operating leases, with a cost of €740.3 million, accumulated depreciation of €131.8 million and net book value of €608.6 million. The book value of right-of use assets disclosed below are leased out by the Group under operating leases. Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment: 31 December 2020 30 September 2020 €m €m Other property, plant and equipment 795.2 587.1 Lease-related right-of-use assets1 2,051.8 1,560.8 31 December 2020 2,847.0 2,147.9 1 Additions of €132.6million and a depreciation charge of €49.6 million were recorded in respect of right-of-use assets during the 3 month period to 31 December 2020. At 31 December 2020, no indications of impairment were identified in relation to the property, plant and equipment.

8. Related party transactions The Group has a number of related parties including Vodafone Group Plc companies outside the Group, Directors and Supervisory Board members. Transactions with related parties Related party transactions with Vodafone Group companies primarily comprise the formation of the Group (see note 1), revenue for the lease of space on tower infrastructure assets and related services and recharges for services provided by them to the Group. No related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these combined financial statements except as disclosed below. During the year, Group entities entered into the following transactions with related parties who are not members of the Group:

Revenue Purchase of services Three months ended 31 December 2020 €m €m Vodafone Group Plc - - Subsidiaries of Vodafone Group Plc 186.5 1.8 Revenue Purchase of services Nine months ended 31 December 2020 €m €m Vodafone Group Plc - - Subsidiaries of Vodafone Group Plc 418.9 6.7

F-27 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

8. Related party transactions (continued) The following amounts were outstanding at the reporting date:

Receivables due Payables due Receivables due Payables due from related to related from related to related parties parties parties parties 31 December 2020 30 September 2020 €m €m €m €m Vodafone Group Plc - - - - Subsidiaries of Vodafone Group Plc 1,127.4 (2,828.4) 392.0 (274.8)

Included within the amounts outstanding at the reporting date is a net €1,678.4m payable in relation to the Group’s cash management activities with subsidiaries of Vodafone Group Plc. This consists of the following amounts:

31 December 2020 30 September 2020

€m €m Receivables due from subsidiaries of Vodafone Group Plc: Thereof: Cash deposits held with related parties 923.9 114.7

Payables due to subsidiaries of Vodafone Group Plc: Thereof: Short term borrowings from related parties (2,407.2) (6.5) Thereof: Long term borrowings from related parties (195.1) (104.3) (2,602.3) (110.8) Net (payable)/receivables due (to)/from subsidiaries of Vodafone Group Plc in relation to the Group’s cash management activities: (1,678.4) 3.9

On 20 November 2020, the Company entered into a €3.0bn loan facility agreement with Vodafone Investments Luxembourg S.à.r.l. (“VIL”). On 17 December 2020, the Company drew a loan of €2.3bn from this facility. The loan has a termination date of 1 December 2021 and interest is charged on the drawn down amount equal to EURIBOR + 1.05%. The Company has the unilateral right to extend the loan facility until 1 December 2022, however this is classified as a short term loan due to the current intention of management to refinance within 12 months of the balance sheet date.

During the period, other property, plant and equipment of €7.1m and intangible assets of €2.8m were transferred to the Group from subsidiaries of Vodafone Group Plc representing the cost of those assets at the date of transfer.

Interest expense of €2.4m was incurred on the long term borrowings from related parties.

F-28 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

8. Related party transactions (continued) Key management compensation Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows: Three months ended Nine months ended 31 December 2020 31 December 2020 €m Short-term employee benefits 0.5 1.1 Share-based payments 0.7 1.5 1.2 2.6 Compensation for key management was paid by members of the Group and subsidiaries of Vodafone Group Plc.

9. Trade and other receivables Accounting policies Trade receivables represent amounts owed by customers where the right to payment is conditional only on the passage of time. All trade receivables and receivables due from related parties are recorded at amortised cost. The Group’s trade receivables and receivables due from related parties are classified at amortised cost unless stated otherwise. The carrying value of all trade receivables and receivables due from related parties recorded at amortised cost is reduced by allowances for lifetime estimated credit losses, see note 14 “Capital and financial risk management” for more information on credit risk. Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances, historical experience and forward looking considerations. Individual balances are written off when management deems them not to be collectible. €m €m 31 December 2020 30 September 2020 Included in non-current assets Accrued Income 1.5 1.5 Other receivables 4.8 - Prepayments 2.9 2.3 9.2 3.8 Included in current assets Trade receivables 18.1 16.3 Accrued Income 10.1 8.8 Prepayments 5.9 1.3 Tax receivables 3.6 2.8 Other receivables 3.7 8.0 41.4 37.2

F-29 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

9. Trade and other receivables (continued) Trade and other receivables are financial assets with the exception of prepayments which is expected to be settled by receiving goods and services in the future. The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing.

10. Trade and other payables Accounting policies Trade payables are not interest-bearing and are stated at their nominal value. They are accounted for as amortised cost unless otherwise stated and are all financial liabilities with the exception of deferred income which is expected to be settled by provision of services in the future. €m €m 31 December 2020 At 30 September 2020 Included in non-current liabilities Accruals 0.2 - Deferred Income 2.7 4.7 2.9 4.7 Included in current liabilities Trade payables 33.1 17.1 Accruals 86.1 75.6 Deferred income 14.3 18.4 Other taxation and social 20.1 21.8 security Other payables 6.0 7.9 159.6 140.8 The carrying amounts of trade and other payables approximate their fair value.

F-30 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

11. Leases (continued) Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid at the commencement date and are usually discounted using the incremental borrowing rates of the applicable Group entity (the rate implicit in the lease is used if it is readily determinable). Lease payments included in the lease liability include both fixed payments and in-substance fixed payments during the term of the lease. After initial recognition, the lease liability is recorded at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate (e.g. an inflation related increase) or if the Group’s assessment of the lease term changes; any changes in the lease liability as a result of these changes also results in a corresponding change in the recorded lease-related right of use asset. As a lessor Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease. When a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the lease is a finance lease; otherwise the lease is an operating lease. Where the Group is an intermediate lessor, the interests in the head lease and the sub-lease are accounted for separately and the lease classification of a sub-lease is determined by reference to the right-of-use asset arising from the head lease. Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance leases is recognised at lease commencement with interest income recognised over the lease term. Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities (primarily leases over the utilization of infrastructure assets). The Group uses IFRS 15 principles to allocate the consideration in contracts between any lease and non-lease components. The Group’s leasing activities As a lessee The Group leases ground and rooftop sites on which to construct and operate passive infrastructure for mobile base stations. The Group’s general approach to determining lease term is described under critical accounting judgements and key sources of estimation uncertainty in note 1. Most of the Group’s leases include future price increases through fixed percentage increases, indexation to inflation measures on a periodic basis or rent review clauses. Other than fixed percentage increases the lease liability does not reflect the impact of these future increases unless the measurement date has passed. The Group’s leases contain no material variable payments clauses. Lease periods Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described under critical accounting judgements and key sources of estimation uncertainty in note 1. After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a significant change in circumstances, which was not anticipated at the time of the previous assessment. Significant events or significant changes in circumstances could include merger and acquisition or similar activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed management plans indicating a different conclusion on optional periods to the previous assessment. Where a significant event or significant change in circumstances does not occur, the lease term and therefore lease liability and right-of-use asset value, will decline over time.

F-31 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

11. Leases (continued) The Group’s cash outflow for leases in the three months ended 31 December 2020 was €50.9 million (9 months ended 31 December: €85.2m) and, absent significant future changes in the volume of the Group’s activities or strategic changes to use more or fewer other property, plant and equipment, this level of cash outflow from leases would be expected to continue for future periods, subject to contractual price increases. The future cash flows included within lease liabilities are shown in the maturity analysis below. The maturity analysis only includes the reasonably certain payments to be made; cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods. Management have assessed that the signing of new Master Service Agreements during the period were a significant trigger event for reassessment, in line with its accounting policy, and therefore amounts recognised in the primary financial statements in relation to lessee transactions are as follows: Right-of-use assets The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the year are disclosed in note 7 “Property, plant and equipment”. Lease liabilities The Group’s lease liabilities are disclosed below. The maturity profile of the Group’s lease liabilities is as follows:

31 December 2020 30 September 2020 €m €m Within one year 283.1 163.3 In more than one year but less than two years 274.2 191.0 In more than two years but less than five years 733.9 558.6 In more than five years 1,083.0 900.1

Effect of discounting (325.1) (275.2)

Lease liability 2,049.1 1,537.8

Analysed as:

Non-current 1,786.1 1,465.6

Current 263.0 72.2

Amounts recognised in the income statement is as follows: Three months ended 31 Nine months ended 31 December 2020 December 2020 €m Depreciation on lease-related right of use assets 49.6 110.1 Interest expense on lease liabilities 13.5 32.3 Expense relating to variable lease payments not included in the - - measurement of the lease liability Income from sub-leasing right of use assets 154.6 346.4

F-32 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

11. Leases (continued) The Group has no material liabilities under residual value guarantees and makes no material payments for variable payments not included in the lease liability. As a lessor The Group’s lessor activities are with telecommunication companies leasing out space on the Group’s other infrastructure property, plant and equipment assets. Lessor transactions are classified as operating or finance leases based on whether the lease transfers substantially all of the risks and rewards incidental to ownership of the asset. Leases are individually assessed; generally, the Group’s lessor transactions are classified as operating leases. The Group’s income as a lessor in the year is disclosed in note 2 “Revenue disaggregation and segmental analysis”. The committed amounts to be received from the Group’s operating leases, excluding impacts of inflation, are as follows:

In more than In more than In more than In more than one year but two years three years four years Within one less than but less than but less than but less than In more than year two years three years four years five years five years Total

€m €m €m €m €m €m €m Committed lease income due to the Group as a lessor 633.9 615.3 606.1 601.4 595.8 1623.5 4,676.0

The Group has no material lease income arising from variable lease payments.

12. Provisions A provision is a liability recorded in the statement of financial position, where there is uncertainty over the timing or amount that will be paid, and is therefore often estimated. The main provisions held by the Group are in relation to asset retirement obligations, which include the cost of returning network infrastructure sites to their original condition at the end of the lease. Accounting policies Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Where the timing of settlement is uncertain amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. Asset retirement obligations In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with decommissioning. The associated estimated cash outflows are substantially expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in nature. The discount rate applied to calculate the net present value of the cash outflows relating to asset retirement obligation is based on the risk free rate. Other provisions Other provisions comprise various amounts including those for restructuring costs. The associated cash outflows for restructuring costs are primarily less than one year.

F-33 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

12. Provisions (continued) Asset retirement obligations Other Total €m €m €m 1 April 2020 24.6 0.2 24.8 Additions on combination of companies into the Group 224.3 5.7 230.0 Additions 32.4 - 32.4 Amounts charged to income statement - - - Utilised in the year – payments (1.3) (0.4) (1.7) Unwinding of discounting - - - Effects of foreign exchange (0.3) - (0.3) 30 September 2020 279.7 5.5 285.2 Additions on combination of companies into the Group 24.4 0.1 24.5 Arising on acquisition (note 16) 6.3 0.1 6.4 Additions 3.2 - 3.2 Amounts charged to income statement 0.9 - 0.9 Utilised in the year – payments (1.0) (0.1) (1.1) Adjustments to discount rate 6.0 - 6.0 Unwinding of discounting - - - Effects of foreign exchange 0.5 - 0.5 31 December 2020 320.0 5.6 325.6

Current liabilities 11.6 5.2 16.8 Non-current liabilities 308.4 0.4 308.8

320.0 5.6 325.6

F-34 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

13. Reconciliation of net cash flow from operating activities Three months ended Nine months 31 December ended 31 December 2020 2020 €m €m Profit for the period 50.1 138.4 Income tax expense 18.6 52.4 Interest on lease liabilities 13.5 32.3 Other finance costs 2.8 3.1 Other expenses 24.6 25.4 Share of results of equity accounted joint ventures (2.0) (2.0) Operating profit 107.6 249.6 Adjustments for: Share-based payments and other non-cash charges 1.6 1.7 Depreciation of other property, plant and equipment 22.1 50.9 Depreciation of lease-related right of use assets 49.6 110.1 Decrease/(increase) in trade receivables from related parties 81.8 (127.9) Increase in trade payables to related parties 24.9 125.9 Increase in trade and other receivables (7.3) (16.2) Increase/(decrease) in trade and other payables 1.9 (8.7) Cash generated by operations 282.2 385.4 Net tax paid (5.8) (5.8) Net cash flow from operating activities 276.4 379.6

F-35 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

14. Capital and financial risk management (continued) Capital management The Group’s policy is to borrow using a mixture of long-term and short-term capital market issues and borrowing facilities to meet anticipated funding requirements. These borrowings, together with cash generated from operations, are loaned internally or contributed as equity to certain subsidiaries. Financial risk management The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange exposure, interest rate management exposures and counterparty risk in accordance with the framework of policies and guidelines as approved by the Supervisory Management Board. The Group’s accounting function, which does not report to the Group Treasury Director, provides regular update reports of treasury activity to the Supervisory Board. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its financing activities, the Group considers its maximum exposure to credit risk at 31 December to be cash and cash equivalents and trade receivables and receivables due from related parties as disclosed in the statement of financial position and note 9 “Trade and other receivables”. Expected credit loss The Group has financial assets classified and measured at amortised cost that are subject to the expected credit loss model requirements of IFRS 9. Cash at bank and in hand and trade and other receivables are classified and measured at amortised cost and subject to these impairment requirements. However, the identified expected credit loss is considered to be immaterial at 31 December 2020. Amounts owed by subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand with sufficient liquidity in the Group to flow funds if required. Therefore expected credit losses are considered to be immaterial. Operating activities Expected credit losses are measured using historical cash collection data for periods of at least 24 months, wherever possible, and grouped into various customer segments based on product or customer type. The historical loss rates are adjusted where macroeconomic factors, for example changes in interest rates or unemployment rates, or other commercial factors are expected to have a significant impact when determining future expected credit loss rates. For trade receivables the expected credit loss provision is calculated using a provision matrix, in which the provision increases as balances age, and for receivables paid in instalments, a weighted loss rate is calculated to reflect the period over which the amounts become due for payment by the customer. Trade receivables and contract assets are written off when each business unit determines there to be no reasonable expectation of recovery and enforcement activity has ceased. Expected credit losses are presented within operating profit and subsequent recoveries of amounts previously written off are credited against the same line item. Liquidity risk Liquidity is reviewed on at least a 12 month rolling basis and stress tested on the assumption that any liabilities outstanding mature and are not extended. The Group manages liquidity risk by maintaining a varied maturity profile with a target average life of debt of at least 4 years and limits on the level of debt maturity in any one calendar year, therefore minimising refinancing risk.

F-36 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

14. Capital and financial risk management (continued) Market risk Interest rate management Other than for short term working capital and where it is envisaged loan debt shall be repaid prior to maturity, the Group’s policy is to maintain interest rates on indebtedness on a fixed rate basis. Foreign exchange management The Group predominantly maintains the currency of debt and interest charges in Euros and has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above a certain de minimis level. Acquisition risks The Group’s strategy includes the aim to strengthen and expand its operations through acquisitions. This strategy of growth exposes the Group to operational challenges and risks as well as the acquisition of liabilities or other claims from acquired businesses. COVID-19 The COVID-19 pandemic has brought some disruption to our business, suppliers and customers. However, the situation across the Group and direction has been coordinated through a robust centralised Crisis Management process which is based on and supported by the established COVID-19 response services of Vodafone. Risk areas include, Health & Safety risk management; maintaining vital network coverage and services; and ensuring our Customer Service teams are able to work and support our customers. The demand for services offered by the Group has not been diminished by COVID-19. As the Group is mainly an infrastructure led business, it has not been adversely impacted by the restrictions caused by the pandemic with customer activity remaining in line with expectations since the period end. Appropriate changes in processes, systems and security requirements were implemented to enable all operational activities to move to remote working models with no disruption to the service provided. These are sustainable models as they have not had a detrimental impact on customer relations. The business is not significantly reliant on customers and suppliers outside of the Vodafone Group companies. The COVID-19 impact on the Group is minimal. There is no adverse impact anticipated to future plans for the business as a consequence of COVID-19, therefore we consider the current forecast to remain appropriate. There are no indicators, as a result of COVID-19, that would lead to concern over the recoverability of the Trade and other receivables or the deferred tax asset.

15. Investments in joint ventures The Group holds an interest in a joint venture in Italy that it shares control with one or more third parties. Accounting policies A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control; that is, when the relevant activities that significantly affect the investee’s returns require the unanimous consent of the parties sharing control. Joint arrangements are either joint operations or joint ventures. Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint arrangement are recognised in respect of the Group’s entire equity holding in the subsidiary.

F-37 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

15. Investments in joint ventures (continued) Joint ventures A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets of the arrangement. At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the joint venture is recognised as goodwill. The goodwill is included within the carrying amount of the investment. The results and assets and liabilities of joint ventures are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment in the value of the investment. The Group’s share of post-tax profits or losses are recognised in the consolidated income statement. Losses of a joint venture in excess of the Group’s interest in that joint venture are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture. The financial and operating activities of the Group’s joint venture is jointly controlled by the participating shareholders. The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings. Unless otherwise stated, the Company’s joint venture has share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all joint ventures is also their principal place of operation.

Principle activity Country of incorporation Percentage or registration shareholdings

Infrastructture Wireless Italiane (INWIT) S.p.A Network infrastructure Italy 33.2

Summarised financial information for the Group’s joint venture on a 100% ownership basis is set out below. The shareholding in INWIT was transferred to the Group on 19 November 2020. The cost of investment recognised in the statement of financial position represents the net asset value of €2,916.6m at that date with the Group being entitled to a share of its net income from 19 November 2020 until the period end of 31 December 2020. Information in relation to the 3 month period to 31 December 2020 has not been released at the date of approval of these financial statements and as such is market sensitive for INWIT. Therefore reported results for INWIT for the 3 months ended 30 September 2020, being the most recently available publically information has been used with adjustments being made for the effects of any significant events or transactions occurring between the accounting period ends. In addition following the merger between INWIT and Vodafone Towers Italy and the subsequent acquisition of shares in INWIT, a purchase price allocation exercise was performed in accordance with IFRS 3 which resulted in, inter alia, a step up in PPE and intangible asset values and a corresponding increase in depreciation and amortisation charges. The resulting additional expenses from the purchase price allocation and the associated tax effect are included within the reported results for INWIT for the 3 months ended 30 September 2020.

F-38 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

15. Investments in joint ventures (continued)

Income statement – 3 months ended 31 December 2020 €m Revenue 87.0 Operating expenses (6.4) Operating profit or loss before amortization, depreciation, capital gains/(losses) and reversals/ (write-downs) of non-current 80.6 assets (EBITDA) Amortization, depreciation, capital gains/(losses) on disposals and write-downs of non-current assets (62.1) Operating profit (EBIT) 18.5 Finance income - Finance expense (9.6) Profit before taxation 8.9 Taxation (2.9) Profit for the period 6.0

Statement of financial position – at 31 December 2020 €m Non-current assets 14,463 Current assets 317 Total assets 14,780 Equity shareholders’ funds 8,787 Non-current liabilities 4,896 Current liabilities 1,098 Total equity and liabilities 14,780

Reconciliation of summarised financial information The reconciliation of summarised financial information presented to the carrying amount of our interest in joint ventures is set out below:

3 months ended 31 December 2020 €m Equity shareholder funds 8,787 Investment in joint venture 2,919

Carrying value 2,919

Profit for the period 6.0 Share of profit 2.0

Share of profit 2.0

F-39 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

16. Acquisitions This note provides details of the acquisitions during the period as well as those in the prior period.

Acquisition of Vantage Towers Greece

On July 24, 2020, Vodafone Europe BV (“VEBV”) entered into an agreement with Crystal Almond S.à.r.l. (“Crystal Almond”), the controlling shareholder of Wind Hellas Telecommunications S.A. (“Wind Hellas”), for Vodafone-Panafon Hellenic Telecommunications Company S.A. (“Vodafone Greece”) and Wind Hellas to partially demerge and subsequently contribute their tower businesses into Vantage Towers Greece, a jointly owned entity controlled by VEBV.

Vodafone Greece transferred its Passive Infrastructure business to Vodafone Greece Towers S.A. (“Vodafone Greek TowerCo”) by way of a notarial deed dated November 6, 2020, with legal effect from November 17, 2020. In exchange for the transfer of the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo, Vodafone Greece’s shareholders received a pro rata issuance of shares in Vodafone Greek TowerCo. Wind Hellas transferred its Passive Infrastructure business to Crystal Almond Towers Single Member S.A. (“Wind Hellas Greek TowerCo”) by way of a notarial deed dated November 6, 2020, with legal effect from November 17, 2020. In exchange for the transfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo, Crystal Almond was issued all of the shares in Wind Hellas Greek TowerCo.

On December 18, 2020, Vantage Towers Greece was incorporated. On December 21, 2020, VEBV and Crystal Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo, respectively, to Vantage Towers Greece. Following the contribution, VEBV and Crystal Almond were issued 62% and 38% shareholdings in Vantage Towers Greece, respectively.

Vodafone Greek TowerCo is included in the combined financial statements using pooling of interest method. Wind Hellas Greek TowerCo was acquired in a business combination using the acquisition method, in line with IFRS 3.

The primary reason for the business combination was to acquire a fully integrated nationwide network in Greece that is underpinned by secure, long-term contractual arrangements with a high-quality customer base. Consideration paid was 38% of the equity interest in Vodafone Towers Greece (with a fair value of €178m) plus cash of €25m. The fair value of the equity interest was measured by calculating its enterprise value of Vodafone Towers Greece by reference to its discounted cash flows. The amount of the non-controlling interest recognised at the acquisition date was €55.1m measured as a share of net assets.

As the acquisition occurred on 22 December 2020, the table below sets out the provisional accounting for the transaction as a full purchase price allocation has yet to be completed. These provisional values will be adjusted in the Group’s next set of financial statements.

F-40 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

16. Acquisitions (continued) Fair value €m Net liabilities acquired Non-current assets 104.0 Current assets - Non-current liabilities (103.0) Current liabilities (13.0) Net identified liabilities acquired (12.0) Goodwill 215.0 Total consideration 203.0 From the date of acquisition to 31 December, the acquired entity contributed nil towards the revenue and profit before tax of the Group. If the acquisition had taken place at the beginning of the financial year, revenue would have been €94.6m and the profit before tax would have been €29.3m. 17. Contingent liabilities Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably. The Group does not have any contingent liabilities required to be disclosed.

18. Events after the reporting period

Capitalisation of the Company On January 7, 2021, the shareholders’ meeting of the Company resolved to increase the share capital from €464,504,358 by €41,277,907 to €505,782,265 by issuing 41,277,907 new shares in the Company (the “Third Capital Increase”). The Third Capital Increase was carried out by the payment of €41,277,907 in cash by Vodafone Germany to the Company (the “Third Capital Increase Payment”). As consideration, Vodafone Germany received 41,277,907 new shares in the Company. The consummation of the Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on January 14, 2021. In connection with the Third Capital Increase, Vodafone Germany made a “further additional payment” to the Company ‘s capital reserves pursuant to section 272 para 2 no. 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of €1,171,832,493 (the “Third Capital Contribution”).

Reorganisation Effective on January 14, 2021, Vodafone Group Plc completed the process by which Vantage Towers was established. Prior to that date, Vodafone Europe B.V. (“VEBV”), an indirect 100% subsidiary of Vodafone Group Plc, held all of the share capital of Central Tower Holding Company B.V. (“CTHC”), Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czechia Republic, Vantage Towers Hungary, and Vantage Towers Spain. VEBV held 99.99% of all shares in Vantage Towers Romania, 33.2% of all shares in INWIT and 62% of all shares in Vantage Towers Greece. Vodafone Ltd (“Vodafone UK”) held 50% of all shares in Cornerstone. VEBV contributed all of the shares in Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czechia Republic, Vantage Towers Hungary, Vantage Towers Spain, Vantage Towers Romania, 62% of the shares in Vantage Towers Greece and INWIT to CTHC. CTHC acquired all of the shares in Cornerstone held by Vodafone UK.

F-41 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements For the three months ended 31 December 2020

18. Events after the reporting period (continued)

Acquisition of Cornerstone by CTHC

On January 14, 2021, CTHC acquired Vodafone UK’s 50% shareholding in Cornerstone by way of a share purchase agreement dated January 6, 2021. This will be accounted for going forwards using the pooling of interests method.

Change of legal Form of the Company On January 18, 2021, the Company’s shareholders’ meeting resolved to change the Company’s legal form from a German limited liability company (Gesellschaft mit beschränkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name “Vantage Towers AG” pursuant to the German Transformation Act (Umwandlungsgesetz). The changes in legal form and legal name were registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany on January 26, 2021.

F-42

Audited Six-Month Condensed Combined Interim Financial Statements of the Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for the six months ended September 30, 2020

F-43 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Condensed combined interim financial statements for the six months ended 30 September 2020

Condensed Combined Income Statement Six months ended 30 September

2020 Note €m Continuing operations Revenue 2 265.0 Maintenance costs (10.5) Staff costs 4 (5.5) Other operating expenses (17.7) Depreciation on lease-related right of use assets 7 (60.5) Depreciation on other property, plant and equipment 7 (28.8)

Operating profit 3 142.0 Interest on lease liabilities 11 (18.8) Other finance costs (0.3)

Other expenses (0.8)

Profit before tax 122.1

Income tax expense 5 (33.8)

Profit for the period 88.3

Condensed Combined Statement of Comprehensive Income, Six months ended 30 September

2020 Note €m Profit for the period 88.3 Foreign exchange translation differences, net of tax (0.8) Items that will not be reclassified subsequently to profit or loss: Net actuarial losses on defined benefit pension schemes, net of tax (0.4)

Total items that will not be reclassified to the income statement in subsequent years (0.4)

Other comprehensive expense for the period, net of income tax (1.2)

Total comprehensive income for the period 87.1

F-44 1

Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Condensed combined interim financial statements for the six months ended 30 September 2020 Condensed Combined Statement of Financial Position 30 September 2020 Note €m Non-current assets Goodwill 6 3,097.0 Property, plant and equipment 7 2,147.9 Deferred tax assets 5 24.6 Trade and other receivables 9 3.8

5,273.3

Current assets Receivables due from related parties 8 392.0 Trade and other receivables 9 37.2 Cash and cash equivalents 3.1

432.3

Total Assets 5,705.6

Equity

Net investment of parent 3,442.0

Total Equity 3,442.0

Non-current liabilities Lease liabilities 11 1,465.6 Provisions 12 274.7 Post employment benefits 0.4 Deferred tax liabilities 5 0.3 Payables due to related parties 8 104.3 Trade and other payables 10 4.7

1,850.0

Current liabilities Lease liabilities 11 72.2 Current income tax liabilities 5 19.6 Provisions 12 10.5 Payables due to related parties 8 170.5 Trade and other payables 10 140.8

413.6

Total liabilities 2,263.6

Total equity and liabilities 5705.6

The financial statements were approved by the board of Directors and authorised for issue on 31 January 2021. They were signed on its behalf by:

Vivek Badrinath, Chief Executive Officer Thomas Reisten, Chief Financial Officer Christian Sommer, General Counsel

F-45 2

Condensed Combined Statement of Changes in Equity Net investment of parent €m

1 April 2020 52.5

Shareholder contribution by way of transfer of companies into the Group 3,302.4 Profit for the period 88.3 Other comprehensive income for the period (1.2)

Total comprehensive income for the period 87.1

30 September 2020 3,442.0

Vantage Towers AG and Vantage Towers, S.L.U (“Vantage Towers Spain”) are both included in the opening balance at 31 March/01 April 2020. Vantage Towers AG had total assets and equity each of €25,000 at 31 March/1 April 2020. Vantage Towers Spain, which demerged on 18 March 2020, had total assets of €554.8m, total liabilities of €502.3 and equity of €52.5m at 31 March/1 April 2020.

F-46 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Condensed combined interim financial statements for the six months ended 30 September 2020

Condensed Combined Statement of Cash Flows Six months ended 30 September

2020 Note €m

Net cash from operating activities 13 103.2

Investing activities Purchases of property, plant and equipment (38.9)

Net cash used in investing activities (38.9)

Financing activities Net movements in cash management activities with related parties (26.9) Repayment of lease liabilities including interest (34.3)

Net cash used in financing activities (61.2)

Net increase in cash and cash equivalents 3.1 Cash and cash equivalents at beginning of period - Additions on combination of companies into the Group -

Cash and cash equivalents at end of period 3.1

F-47 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies

Basis of preparation Vantage Towers AG (the “Company”), (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH, Düsseldorf, Germany, and from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH, Düsseldorf, Germany) is incorporated and domiciled in Germany (registered with Düsseldorf Local Court under HRB no. 85940). The registered address of the Company is Prinzenallee 11-13, 40549 Düsseldorf/Germany. The Company is ultimately controlled by Vodafone Group Plc (“Vodafone”), a company incorporated and domiciled in England and Wales, with a registered address of Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.

The condensed combined interim financial statements for the six months ended 30 September 2020:

In order to achieve separation of these tower infrastructure assets, the tower infrastructure assets in each local market were grouped into a business unit within the Vodafone operating company in that market and then carved out of the operating company into a separate legal entity controlled by Vodafone, either by way of a hive-down, a demerger or otherwise. Following this separation, the various legal entities are in the process of reorganisation under the Company to form the Group.

Presentation of the history of these transactions, in the condensed combined interim financial statements, has been considered in conjunction with the expected presentation of those same transactions in the consolidated financial statements for the year end to ensure consistency of reporting in accordance with International Financial Reporting Standards as adopted by the EU.

F-48 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

Basis of preparation (continued) As the single transaction comprises the combination of the separate European tower businesses, this meets the definition of a business combination. However, as the transaction is under common control, the accounting does not fall in scope of any existing IFRSs. Consequently, in accordance with International Accounting Standards 8 “Accounting Policies, Changes in Accounting Estimates and Errors” (“IAS 8”), the Directors must employ judgement to develop and apply an appropriate accounting policy.

Accordingly, the Directors have concluded that it is appropriate to account for the combination of the European tower assets that make up the Vantage Towers Group by applying the pooling of interests method based on historical carrying values as though the current structure had always been in place, a method of accounting for business combinations. These historical carrying values are determined by reference to the book values recorded under the Vodafone Group accounting policies immediately preceding the transaction in accordance with the pooling of interests approach. In applying the pooling of interests method, the Directors have considered the requirements of IFRS 10 which, in the absence of specific IFRS guidance, is considered to be analogous and relevant for the purposes of accounting for the combination.

In considering the presentation of the condensed combined financial statements, for the period ended 30 September 2020, the Directors are required to apply judgement given that the Group is only part way through the single transaction. In applying judgement, the Directors have also considered that IAS 34 requires continuity with the basis of preparation for year end financial statements. Whilst the basis of preparation cited above is referenced to principles embodied within consolidated financial statements, the Directors have concluded that in the absence of specific IFRS guidance, the approach to presenting comparative information should be consistent with the proposed approach for the year end reporting. Consequently, these condensed combined interim financial statements have been prepared on the basis that the financial history of the Group commences on the date of legal separation for each company within the Group.

The following entities within the Vantage Towers Group have been included within the condensed combined interim financial statements from the effective date of their demerger from the respective Vodafone operating companies:

• Vantage Towers, S.L.U (“Vantage Towers Spain”) – 18 March 2020;

• Vantage Towers AG (“Vantage Towers Germany”) – 25 May 2020;

• Vantage Towers Limited (“Vantage Towers Ireland”) – 1 June 2020;

• Vodafone Towers Portugal S.A. (“Vantage Towers Portugal”) – 16 July 2020; and

• Vantage Towers s.r.o. (“Vantage Towers Czechia Republic”) – 1 September 2020.

F-49 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

Basis of preparation (continued) These condensed combined interim financial statements are the first set of financial statements presented for Vantage Towers AG. For the avoidance of doubt, Vodafone Magyarország zrt (“Vantage Towers Hungary”), Vodafone Towers Romania S.R.L. (“Vantage Towers Romania”), Vantage Towers Greece, and the Company’s investments in Cornerstone and INWIT have not been included within these condensed combined interim financial statements, as these businesses (i) had not been demerged from the relevant Vodafone operating entity or legally incorporated by September 30, 2020 or (ii) in the case of the Company’s investments in Cornerstone and INWIT, had not been transferred to Vantage Towers by September 30, 2020. See note 16 subsequent events for further information on transactions relating to these entities.

Vantage Towers business operates a portfolio of tower sites across Europe, for which it receives revenue both from the Vodafone Group under Master Service Agreements (“MSA”) and from other unrelated customers.

The condensed combined interim financial statements have been prepared on the historical cost basis except for certain financial and equity instruments that have been measured at fair value.

The principal accounting policies are set out below and in the notes to the condensed combined interim financial statements.

Presentation currency The condensed combined interim financial statements are presented in euro, which is also the Group’s and each entity’s functional currency, with the exception of Vantage Towers Czechia Republic, which has a functional currency of Czech Koruna.

F-50 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

Basis of preparation (continued) For the purpose of presenting condensed combined interim financial statements, the assets and liabilities of entities with a functional currency other than euro are expressed in euro using exchange rates prevailing at the reporting period date. Income and expense items and cash flows are translated at the average exchange rates for each month and exchange differences arising are recognised directly in other comprehensive income. On disposal of a foreign entity, the cumulative amount previously recognised in the combined statement of comprehensive income relating to that particular foreign operation is recognised in profit or loss in the combined income statement.

Going concern The Directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements.

The Directors have reviewed the financial performance and position of the Company and have assessed the monthly cashflow forecasts through to March 2022. They note the Group’s £114.7 million cash is held in a call deposit account as part of the Vodafone Group Plc cash pooling arrangement. Per the terms of the arrangement, the Directors have control of this deposit and draw down upon this balance when needed. Having considered the overall financial position of the Vodafone Group, as set out in its Interim Financial Statements for the 6 months ended 30 September 2020, the Directors are satisfied that the Group has sufficient liquidity for the Company to continue to access the cash balance held in its call deposit account.

Despite the potential for sustained macro-economic downturn, the Directors are satisfied that, due to the low cost base and significant head room in the cash flow forecast, the business will continue to have sufficient cash available even in the event of any reasonably possible downturn in trading. There has been limited impact on the business as a result of COVID-19 (see note 14 “Capital and financial risk management”). On the basis of their assessment, the Directors of Vantage Towers Germany A.G. expect that the Company will be able to continue in operational existence for the for the period up to and including March 2022, and hence continue to adopt the going concern basis of accounting in preparing the annual financial statements.

F-51 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

Significant accounting policies applied in the current reporting period that relate to balances without a separate note

The following narrow-scope amendments were issued by the IASB during May 2020 and are effective for annual periods beginning on or after 1 January 2022, they have not yet been endorsed by the EU.

F-52 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

New accounting pronouncements to be adopted on or after 1 April 2021 (continued) - Annual Improvements to IFRS Standards 2018-2020; - Amendment to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”; - Amendment to IAS 37 “Onerous Contracts – Cost of Fulfilling a Contract”; and - Amendment to IFRS 3 “Reference to the Conceptual Framework”. The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented in accordance with these standards from 1 April 2022.

The IASB has also issued amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”, however, the effective date has been deferred indefinitely since 2015.

Critical accounting judgements and key sources of estimation uncertainty IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. In determining and applying accounting policies, Directors and management are required to make judgements and estimates in respect of items where the choice of specific policy, accounting judgement, estimate or assumption to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure of contingent assets or liabilities during the reporting period; it may later be determined that a different choice may have been more appropriate. The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; they are recognised in the period of the revision and future periods if the revision affects both current and future periods. Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the condensed combined interim financial statements and the estimates that are considered to be “critical estimates” due to their potential to give rise to material adjustments in the Group’s financial statements in the following period. As at 30 September 2020, management has identified critical judgements in respect of presentation of comparatives, revenue recognition, lease accounting, valuation of goodwill and taxation. In addition, management has identified critical accounting estimates in relation to the impairment of goodwill and estimation of asset retirement obligations.

F-53 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued) - the legal steps undertaken in combining the European tower businesses should be accounted for as a single transaction; - in applying a pooling of interests method for the business combination, the inclusion of financial information for the European tower businesses prior to the date of legal separation would contradict the requirements of IFRS 10 and therefore no comparative information is presented; and - in order to comply with the continuity principles of IAS 34, the condensed combined interim financial statements, for the period ended 30 September 2020, should be prepared on the same basis as that proposed for the consolidated financial statements for the year ending 31 March 2021. Revenue recognition Revenue recognition under IFRS 15 ‘Revenue from contracts with customers’ necessitates the use of management judgements to produce financial information. The most significant accounting judgement is disclosed below. Gross versus net presentation If the Group has control of goods or services before they are delivered to a customer, then the Group is the principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent in the transaction depends on the analysis by management of both the legal form and substance of the agreement between the Group and its business partners; such judgements impact the amount of reported revenue and operating expenses (see note 2 “Revenue disaggregation and segmental analysis”) but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the Group is a principal or an agent include, for example, those where the Group delivers energy to operator equipment, in which control of energy is not obtained prior to delivery to customers. Lease accounting Lease accounting under IFRS 16 ‘Leases’ necessitates the collation and processing of very large amounts of data combined with application of management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below. Lessor classification of arrangements as either operating or finance lease Management judgement is required in determining whether leases where Vantage is lessor are classified as operating or finance leases. This has a significant impact on revenue recognition. Operating lease revenue is recognised on a straight line basis (or similar) over the lease term, while finance lease income is recognised largely up front, with interest income recognised over the remainder of the term. IFRS 16 contains a number of indicators that a lease may be a finance lease. The relevant indicators considered in the context of the leases of tower space to telecommunication companies were: • whether the lease term is for the major part of the economic life of the asset; • whether the present value of payments are substantially all of the fair value of the asset. Management considered the following factors when assessing lease classification: • The lease term, is significantly shorter than the useful life of tower assets. Where aged towers are being used to fulfil the MSA, it is expected that the assets will be maintained rather than replaced; • High level analysis concluded that the present value of lease payments was not ‘substantially all’ of the fair value of the tower asset; • Consideration of the nature of the arrangement, which is more consistent with short term hire agreement (operating lease) than financing the acquisition of assets (finance lease)

F-54 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued) On the basis of the factors considered, Management determined that leases under the MSA should be classified as operating leases. See note 11 for further details. Lessee - Lease term Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional periods should be included when determining the lease term. As a lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. The value of the right-of-use asset and lease liability will be greater when extension options are included in the lease term. The assessed lease term is subject to the non-cancellable period and rights and options in each contract. Generally, lease terms are judged to include the non-cancellable contractual periods including any reasonably certain extension periods. For the Group’s site leases, extension options are assumed to be exercised if they are exercisable within the non-cancellable MSA term. In most instances the Group has options to renew or extend leases for additional periods after the end of the initial non-cancellable lease term which are assessed using the criteria above. Valuation of goodwill Goodwill previously attributed to Vodafone Group businesses in each market, recorded at cost less accumulated impairment, has been accounted under the pooling of interests approach. Goodwill, less amounts relating to Vodafone Group’s acquisition of Liberty Global assets which are deemed not to relate to the Vantage business, has been allocated between the Vantage tower businesses and the remaining Vodafone operating business in proportion to the relative value of the cash generating units for each market, at the demerger date. The allocation of goodwill between cash generating units is assessed from the enterprise value of the relevant Vodafone Group operations. Taxation The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge involves management to exercise judgement in respect of the following: Recognition of deferred tax assets Significant items on which the Group has exercised judgement include the recognition of deferred tax assets in respect of losses in Spain. The recognition of deferred tax assets, particularly in respect of tax losses, is based upon whether management judge that it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the availability of future taxable profits using the same undiscounted five year forecasts for the Group’s operations as are used in the Group’s value in use calculations. Changes in the judgements taken which underpin the Group’s forecasts could have an impact on the amount of deferred tax asset recognised. The Group only considers substantively enacted tax laws when assessing the amount and availability of tax losses to offset against the future taxable profits (see note 5 “Income taxes”).

F-55 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued)

Asset retirement obligation provision Estimation of future costs The Group is required to recognise provisions for site restoration costs on its leased assets. There is uncertainty around the cost of asset retirement obligations as cost estimates can vary in response to many factors, including from changes in market rates for goods and services, to the relevant legal requirements, the emergence of new technology or experience at other assets. The expected timing, work scope, amount of expenditure and risk weighting may also change. Therefore estimates and assumptions are made in determining the provision for asset retirement obligations. The estimated asset retirement obligation costs are reviewed annually. The asset retirement obligation provision is based on current legal and contractual requirements, technology and price levels. An increase or decrease in the cost estimates by 10% at 30 September 2020 would result in an increase or decrease in the liability and corresponding asset by € 29.4 million and € 29.4 million respectively.

F-56 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

2. Revenue disaggregation and segmental analysis (continued) The Group determines the transaction price to which it expects to be entitled in return for providing the promised obligations to the customer based on the committed contractual amounts, net of sales taxes and, where applicable, discounts. The transaction price is allocated between the identified obligations according to the relative standalone selling prices of the obligations. The standalone selling price of each obligation deliverable in the contract is determined according to the prices that the Group would achieve by selling the same services included in the obligation to a similar customer on a standalone basis; where standalone selling prices are not directly observable, estimation techniques are used maximising the use of external inputs. Revenue is recognised when the respective obligations in the contract are delivered to the customer and payment is probable. Revenue from leases is recognised on a straight line basis over the term of the lease; see note 11 for details. Revenue for the provision of services is recognised when the Group provides the related service during the agreed service period. When the Group has control of energy prior to delivery to a customer, then the Group is the principal in the sale to the customer. As a principal, receipts from customers and payments to suppliers are reported on a gross basis in revenue and operating costs. If another party has control of services prior to transfer to a customer, then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is recognised net of any related payments to the supplier and recognised revenue represents the margin earned by the Group. Control of the energy is obtained by the Group and recorded on a gross basis, with the exception where the Group delivers energy to operate the antenna and provide mobile reception to customers in which case control of the energy is not obtained prior to transfer to a customer. See “Critical accounting judgements and key sources of estimation uncertainty” in note 1 for details Segmental analysis The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating decision maker to be the board. The Group has a single group of similar services and products, being the supply of infrastructure leases and related services. Revenue is attributed to a country or region based on the location of the tower assets and company reporting the associated revenue. The aggregation of operating segments into the Germany, Spain and other regions, in the opinion of management, reflects the basis on which the Group manages its interests. The aggregation of operating segments reflects, in the opinion of management, the similar economic characteristics within each of those countries as well as the similar services offered and supplied, classes of customers and the regulatory environment. The period for each segment’s results disclosed below is from the date of de-merger of each market, as set out in the Note 1 basis of preparation, until 30 September 2020. Recharged capital Adjusted 30 September 2020 Total revenue Adjusted EBITDA Ground lease expense1 expenditure EBITDAaL €m €m €m €m €m Germany 161.0 138.6 (34.4) - 104.2 Spain 79.4 71.3 (36.5) (0.4) 34.4 Other European Markets 24.6 21.4 (8.4) - 13.0 Combined 265.0 231.3 (79.3) (0.4) 151.6 1 Ground lease expense represents the sum of depreciation on lease-related right of use assets and interest on lease liabilities.

F-57 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

2. Revenue disaggregation and segmental analysis (continued) The Group measures segment profit using adjusted EBITDA, defined as operating profit before depreciation on lease-related right of use assets, depreciation, amortisation and gains/losses on disposal for other property, plant and equipment, and excluding impairment losses, restructuring costs arising from discrete restructuring plans, other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. A reconciliation of adjusted EBITDA to operating profit is shown below. For a reconciliation of operating profit to segment profit for the period, see the combined income statement on page 1. 30 September 2020 €m Adjusted EBITDA 231.3 Depreciation on lease-related right of use assets (60.5) Depreciation on other property, plant and equipment (28.8) Operating profit 142.0 The Group also measures segment performance using Adjusted EBITDAaL, calculated as adjusted EBITDA less recharged capital expenditure revenue, and after depreciation on lease-related right of use assets and deduction of interest on leases. Segmental assets and capital expenditure 30 September Non-current assets1 Lease-related right Maintenance Other capital Depreciation and 2020 of use assets capital expenditure amortisation expenditure2 €m €m €m €m €m Germany 352.6 791.5 4.7 33.5 48.4 Spain 107.3 441.3 3.7 4.2 30.2 Other European 131.0 328.0 0.3 2.5 10.7 Markets Combined 590.9 1,560.8 8.7 40.2 89.3 1 Comprises other property, plant and equipment and non-current trade and other receivables.

2 Maintenance capital expenditure is capital expenditure required to maintain and continue the operation of the existing tower network and other Passive Infrastructure, excluding capital investment in new Sites or growth initiatives. Revenue disaggregation The Group generates revenue based on the different services it offers. The Group earns the vast majority of its revenue based on long-term contracts with Vodafone and other Mobile Network Operators (“MNO”) on Macro Sites. Macro Sites are the physical infrastructure, either ground-based or located on the top of a building, where communications equipment is placed to create a cell in a mobile network. Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites. Fees are charged on a per Site basis, except in the case of certain Active Sharing Arrangements in Spain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites. The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services to its customers. Other rental revenue (DAS/Small Cell) represents revenue earned from renting space and providing services to tenants on DAS/Small Cell Sites. Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites. Recharged capital expenditure revenue is recognized over the term of the associated Vodafone MSA, resulting in deferred income recognition. €0.4m of recharged capital expenditure revenue was generated during the 6 months ended September 30, 2020; however, upgrade revenue is expected to increase over time as the Vodafone MSAs have come into force.

F-58 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

2. Revenue disaggregation and segmental analysis (continued) Revenue reported for the year includes revenue from contracts with customers, comprising service revenue as well as other revenue items including energy revenue and other income items such as the infrastructure upgrade revenue. Lease revenue is revenue recognized under IFRS 16 “Leases”. The table below disaggregates the Group’s revenue into the various categories. 30 September 2020 €m Service revenue 68.0 Other service revenue 5.2 Total revenue from contracts with customers 73.2 Lease revenue 191.4 Other lease revenue 0.4 Total revenue 265.0 Split as: Macro site revenue 257.0 Other rental revenue 2.4 Energy and other revenue 5.2 Recharged capital expenditure 0.4 265.0

Included in total revenue are revenues which arose from sales to the Group’s largest customer, the Vodafone Group (see note 8). No other single customers contributed 10 per cent or more to the Group’s revenue in the 6 month period to 30 September 2020. The total future revenue from the Group’s contracts with customers with performance obligations not satisfied at 31 March 2020 is €4,081.1 million; of which €543.5 million is expected to be recognised within the next year with the remainder to be recognised in future years over the term of the customer agreements.

3. Operating profit Detailed below are the significant amounts recognised in arriving at operating profit

30 September 2020 €m Net foreign exchange losses/(gains) - Depreciation on lease-related right of use assets 60.5 Depreciation on other property, plant and equipment 28.8 Maintenance costs 10.5 Energy costs 6.6

F-59 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

4. Staff costs The cost incurred in respect of employees (including Directors) was: Six months ended 30 September 2020 €m Wages and Salaries 4.7 Social security costs 0.6 Other pension costs 0.1 Share-based payments 0.1 Total 5.5

5. Income taxes Accounting policies Income tax expense represents the sum of the current and deferred taxes. Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting period date. The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most likely outcome where the issues are binary, or the expected value approach where the issues have a range of possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that temporary differences or taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect changes in the Group’s assessment that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the reporting period date. Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.

F-60 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

5. Income taxes (continued) Tax is charged or credited to the income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the tax is recognised in other comprehensive income or in equity. Income tax expense is recognised in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year. Six months ended 30 September 2020 €m Corporation income tax: Current year 18.4 Total current tax expense 18.4 Deferred tax on origination and reversal of temporary differences 15.4 Total deferred tax expense 15.4 Total income tax expense 33.8

A net deferred tax asset of €40.3m was acquired by the Group as part of the transfers of the local market Tower businesses in this period. Of the acquired €40.3m net deferred tax asset, €44.9m relates to tax losses carried forward in Vantage Germany (discussed below). The remaining acquired deferred tax balances which net to a deferred tax liability of €4.6m relates to temporary differences arising on fixed assets, leases, and provisions held by the Group.

The deferred tax charge mainly relates to the utilisation of tax losses in Germany.

The German Tower business was transferred to the Group on 25 May 2020. However, for German tax purposes this transfer applies retroactively from 30 September 2019. In the period to 25 May 2020, the business generated tax losses as Vantage only generated third-party income. On the date of migration of the business in May, Vantage and Vodafone concluded on their Tower rental agreements leading to an additional income source. A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020 on the basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended 31 March 2021 and 2022 on which the losses can be utilised to offset for tax purposes.

The Spanish Towers business has unused tax losses of €187.6 million which are available to offset against the future profits of the business and do not expire. The Spanish Towers business remains a member of Vodafone's Spanish tax group at the balance sheet date and, due to the early stage of the IPO process together with local tax law criteria, it is uncertain whether the Spanish Towers business will leave the tax group in the near future. Due to this, together with the tax group's history of losses and the trading environment the Spanish tax group operates in, no deferred tax asset is recognised for these tax losses.

6. Goodwill Goodwill arising under the pooling of interests approach (see note 1) relates to goodwill previously held by the Vodafone Group, recorded at cost less accumulated impairment, that relates to the Vantage businesses and which has been allocated to the tower business cash generating units at the date of demerger for each entity.

On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the income statement on disposal.

F-61 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

6. Goodwill (continued) Goodwill €m Cost 1 April 2020 10.0

Additions on combination of companies into the Group 3,087.0

30 September 2020 3,097.0

Accumulated impairment losses 1 April 2020 - Impairment charge - 30 September 2020 -

Net book value

1 April 2020 10.0

30 September 2020 3,097.0

Impairment losses

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Management prepares formal five year management plans for the Group’s cash-generating units, which are the basis for the value in use calculations.

As at 30 September 2020, the Group’s goodwill is not required to be assessed for impairment through the annual impairment test. Management have not identified any impairment indicators that would require an impairment test.

F-62 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

6. Goodwill (continued) The carrying value of goodwill at 30 September was as follows:

Cash generating unit €m Germany 2,565.0 Spain 10.0 Other European Markets 522.0 Combined 3,097.0

See note 2 for details of the revenue and profit or loss of the cash generating units from the date of demerger from Vodafone.

F-63 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

7. Property, plant and equipment (continued) If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement. Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years, and an impairment loss reversal is recognised immediately in the income statement.

30 September 2020 22.2 593.7 615.9

Accumulated depreciation and impairment 1 April 2020 - - - Charge for the period - 28.8 28.8 Disposals - - - Foreign exchange differences - - -

30 September 2020 - 28.8 28.8

Net book value

1 April 2020 - 81.2 81.2

30 September 2020 22.2 564.9 587.1

Included in the net book value of infrastructure assets are assets in the course of construction, which are not depreciated, with a cost of €59.7 million. Also included in the book value of other assets are tower and infrastructure assets leased out by the Group under operating leases, with a cost of €494.8 million, accumulated depreciation of €27.1 million and net book value of €467.7 million. The book value of right-of use assets disclosed below are leased out by the Group under operating leases.

F-64 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

7. Property, plant and equipment (continued) Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment: €m Other property, plant and equipment 587.1 Lease-related right of use assets1 1,560.8 30 September 2020 2,147.9 1 Additions of €25.8 million and a depreciation charge of €60.5 million were recorded in respect of right-of-use assets during the period to 30 September 2020. At 30 September 2020, no indications of impairment were identified in relation to the property, plant and equipment.

8. Related party transactions The Group has a number of related parties including Vodafone Group Plc companies outside the Vantage Towers Group, Directors and Supervisory Board members. Transactions with related parties Related party transactions with Vodafone Group companies primarily comprise the formation of the Group (see note 1), revenue for the lease of space on tower infrastructure assets and related services and recharges for services provided by them to the Group. No related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these combined financial statements except as disclosed below. During the year, Group entities entered into the following transactions with related parties who are not members of the Group:

Revenue Purchase of services Six months ended 30 September 2020 €m €m Vodafone Group Plc - - Subsidiaries of Vodafone Group Plc 232.4 4.9

The following amounts were outstanding at the reporting date:

Receivables due Payables due to related from related parties parties 30 September 2020 €m €m Vodafone Group Plc - - Subsidiaries of Vodafone Group Plc 392.0 (274.8)

F-65 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

8. Related party transactions (continued) Included within the amounts outstanding at the reporting date is a net €3.9m receivable in relation to the Group’s cash management activities with subsidiaries of Vodafone Group Plc. This consists of the following amounts:

30 September 2020 €m Receivables due from subsidiaries of Vodafone Group Plc: Thereof: Cash deposits held with related parties 114.7

Payables due to subsidiaries of Vodafone Group Plc: Thereof: Short term borrowings from related parties (6.5) Thereof: Long term borrowings from related parties (104.3) (110.8) Net receivables due from subsidiaries of Vodafone Group Plc in relation to the Group’s cash 3.9 management activities:

Interest expense of €0.3m was incurred on the long term borrowings from related parties.

The Group’s receivables and payables due from as well as to related parties are financial assets and financial liabilities recorded at amortised cost. The receivables due from related parities is measured after allowances for future expected credit losses, see note 14 “Capital and financial risk management” for more information on credit risk. Receivables due from related parties are unsecured, have no fixed date of repayment and are repayable on demand. Key management compensation Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows: Six months ended 30 September 2020 €m Short-term employee benefits 0.6 Share based payments 0.8 1.4

Compensation for key management was paid by members of the Group and subsidiaries of Vodafone Group Plc.

F-66 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

9. Trade and other receivables Accounting policies Trade receivables represent amounts owed by customers where the right to payment is conditional only on the passage of time. All trade receivables and receivables due from related parties are recorded at amortised cost. The Group’s trade receivables and receivables due from related parties are classified at amortised cost unless stated otherwise. The carrying value of all trade receivables and receivables due from related parties recorded at amortised cost is reduced by allowances for lifetime estimated credit losses, see note 14 “Capital and financial risk management” for more information on credit risk. Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances, historical experience and forward looking considerations. Individual balances are written off when management deems them not to be collectible. €m At 30 September 2020 Included in non-current assets Trade receivables - Receivables due from related parties - Accrued Income 1.5 Prepayments 2.3 3.8 Included in current assets Trade receivables 16.3 Accrued Income 8.8 Prepayments 1.3 Tax receivables 2.8 Other receivables 8.0 37.2

Trade and other receivables are financial assets with the exception of prepayments which is expected to be settled by receiving goods and services in the future. The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing.

F-67 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

10. Trade and other payables (continued) €m At 30 September 2020 Included in non-current liabilities Deferred Income 4.7 4.7 Included in current liabilities Trade payables 17.1 Accruals 75.6 Deferred income 18.4 Other taxation and social security 21.8 Other payables 7.9 140.8 The carrying amounts of trade and other payables approximate their fair value.

11. Leases Accounting policies As a lessee When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is recognised for any lease payments to be paid over the lease term at the lease commencement date. The right- of-use asset is initially measured at cost, being the present value of the lease payments paid or payable, plus any initial direct costs incurred in entering the lease and less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis from the commencement date to the end of the reasonably certain lease term, unless the useful life of the right-of-use asset is shorter than reasonable certain lease term, in which case are depreciated over the asset’s useful life. The lease term is the non-cancellable period of the lease plus any periods for which the Group is ‘reasonably certain’ to exercise any extension options (see below). The useful life of the asset is determined in a manner consistent to that for other property, plant and equipment (as described in note 7). If right-of-use assets are considered to be impaired, the carrying value is reduced accordingly. Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid at the commencement date and are usually discounted using the incremental borrowing rates of the applicable Group entity (the rate implicit in the lease is used if it is readily determinable). Lease payments included in the lease liability include both fixed payments and in-substance fixed payments during the term of the lease. After initial recognition, the lease liability is recorded at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate (e.g. an inflation related increase) or if the Group’s assessment of the lease term changes; any changes in the lease liability as a result of these changes also results in a corresponding change in the recorded lease-related right of use asset. As a lessor Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease. When a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the lease is a finance lease; otherwise the lease is an operating lease.

F-68 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

11. Leases (continued) Where the Group is an intermediate lessor, the interests in the head lease and the sub-lease are accounted for separately and the lease classification of a sub-lease is determined by reference to the right-of-use asset arising from the head lease. Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance leases is recognised at lease commencement with interest income recognised over the lease term. Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities (primarily leases over the utilization of infrastructure assets). The Group uses IFRS 15 principles to allocate the consideration in contracts between any lease and non-lease components. The Group’s leasing activities As a lessee The Group leases ground and rooftop sites on which to construct and operate passive infrastructure for mobile base stations. The Group’s general approach to determining lease term is described on page 11 under critical accounting judgements and key sources of estimation uncertainty in note 1. Most of the Group’s leases include future price increases through fixed percentage increases, indexation to inflation measures on a periodic basis or rent review clauses. Other than fixed percentage increases the lease liability does not reflect the impact of these future increases unless the measurement date has passed. The Group’s leases contain no material variable payments clauses. Operational lease periods Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described on page 11 under critical accounting judgements and key sources of estimation uncertainty in note 1. After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a significant change in circumstances, which was not anticipated at the time of the previous assessment. Significant events or significant changes in circumstances could include merger and acquisition or similar activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed management plans indicating a different conclusion on optional periods to the previous assessment. Where a significant event or significant change in circumstances does not occur, the lease term and therefore lease liability and right-of-use asset value, will decline over time. The Group’s cash outflow for leases in the six months ended 30 September 2020 was €34.3 million and, absent significant future changes in the volume of the Group’s activities or strategic changes to use more or fewer other property, plant and equipment, this level of cash outflow from leases would be expected to continue for future periods, subject to contractual price increases. The future cash flows included within lease liabilities are shown in the maturity analysis below. The maturity analysis only includes the reasonably certain payments to be made; cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods. Amounts recognised in the primary financial statements in relation to lessee transactions are: Right-of-use assets The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the year are disclosed in note 7 “Property, plant and equipment”.

F-69 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

11. Leases (continued) Lease liabilities The Group’s lease liabilities are disclosed below. The maturity profile of the Group’s lease liabilities is as follows: 30 September 2020 €m Within one year 163.3 In more than one year but less than two years 191.0 In more than two years but less than five years 558.6 In more than five years 900.1

Effect of discounting (275.2) Lease liability 1,537.8

Analysed as: Non-current 1,465.6 Current 72.2

Amounts recognised in the income statement is as follows: Six months ended 30 September 2020 €m Depreciation on lease-related right of use assets 60.5 Interest expense on lease liabilities 18.8 Expense relating to variable lease payments not included in the measurement of the lease liability - Income from sub-leasing right of use assets 191.4

The Group has no material liabilities under residual value guarantees and makes no material payments for variable payments not included in the lease liability. As a lessor The Group’s lessor activities are with telecommunication companies leasing out space on the Group’s other infrastructure property, plant and equipment. Lessor transactions are classified as operating or finance leases based on whether the lease transfers substantially all of the risks and rewards incidental to ownership of the asset. Leases are individually assessed; generally, the Group’s lessor transactions are classified as operating leases. The Group’s income as a lessor in the year is disclosed in note 2 “Revenue disaggregation and segmental analysis”.

F-70 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

11. Leases (continued) The committed amounts to be received from the Group’s operating leases, excluding impacts of inflation, are as follows:

€m €m €m €m €m €m €m Committed lease income due to the Group as a lessor 543.5 527.0 518.3 513.1 508.6 1,470.6 4,081.1

The Group has no material lease income arising from variable lease payments.

F-71 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

279.7 5.5 285.2

13. Reconciliation of net cash flow from operating activities Six months ended 30 September 2020 €m Profit for the period 88.3 Income tax expense 33.8 Interest on lease liabilities 18.8 Other finance costs 0.3 Other expenses 0.8 Operating profit 142.0 Adjustments for: Share based payments and other non-cash charges 0.1 Depreciation of other property, plant and equipment 28.8 Depreciation of lease-related right of use assets 60.5 Increase in trade receivables from related parties (209.7) Increase in trade payables to related parties 101.0 Increase in trade and other receivables (8.9) Decrease in trade and other payables (10.6) Cash generated by operations 103.2 Net tax paid - Net cash flow from operating activities 103.2

F-72 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

14. Capital and financial risk management This note details the treasury management and financial risk management objectives and policies, as well as the exposure and sensitivity of the Group to credit, liquidity, interest and foreign exchange risk, and the policies in place to monitor and manage these risks. Accounting policies Financial instruments Financial assets and financial liabilities, in respect of financial instruments, are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities and equity instruments Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. Capital management The Group’s policy is to borrow using a mixture of long-term and short-term capital market issues and borrowing facilities to meet anticipated funding requirements. These borrowings, together with cash generated from operations, are loaned internally or contributed as equity to certain subsidiaries. Financial risk management The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange exposure, interest rate management exposures and counterparty risk in accordance with the framework of policies and guidelines as approved by the Supervisory Management Board. The Group’s accounting function, which does not report to the Group Treasury Director, provides regular update reports of treasury activity to the Supervisory Board. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its financing activities, the Group considers its maximum exposure to credit risk at 31 March to be cash and cash equivalents and trade receivables and receivables due from related parties as disclosed in the statement of financial position and note 9 “Trade and other receivables”. Expected credit loss The Group has financial assets classified and measured at amortised cost that are subject to the expected credit loss model requirements of IFRS 9. Cash at bank and in hand and trade and other receivables are classified and measured at amortised cost and subject to these impairment requirements. However, the identified expected credit loss is considered to be immaterial at 30 September 2020. Amounts owed by subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand with sufficient liquidity in the Group to flow funds if required. Therefore expected credit losses are considered to be immaterial.

F-73 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

14. Capital and financial risk management (continued) Credit risk (continued) Operating activities Expected credit losses are measured using historical cash collection data for periods of at least 24 months wherever possible and grouped into various customer segments based on product or customer type. The historical loss rates are adjusted where macroeconomic factors, for example changes in interest rates or unemployment rates, or other commercial factors are expected to have a significant impact when determining future expected credit loss rates. For trade receivables the expected credit loss provision is calculated using a provision matrix, in which the provision increases as balances age, and for receivables paid in instalments, a weighted loss rate is calculated to reflect the period over which the amounts become due for payment by the customer. Trade receivables and contract assets are written off when each business unit determines there to be no reasonable expectation of recovery and enforcement activity has ceased. Expected credit losses are presented within operating profit and subsequent recoveries of amounts previously written off are credited against the same line item. Liquidity risk Liquidity is reviewed on at least a 12 month rolling basis and stress tested on the assumption that any liabilities outstanding mature and are not extended. The Group manages liquidity risk by maintaining a varied maturity profile with a target average life of debt of at least 4 years and limits on the level of debt maturity in any one calendar year, therefore minimising refinancing risk. Market risk Interest rate management Other than for short term working capital and where it is envisaged loan debt shall be repaid prior to maturity, the Group’s policy is to maintain interest rates on indebtedness on a fixed rate basis. Foreign exchange management The Group predominantly maintains the currency of debt and interest charges in Euros and has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above a certain de minimis level. Acquisition risks The Group’s strategy includes the aim to strengthen and expand its operations through acquisitions. This strategy of growth exposes the Group to operational challenges and risks as well as the acquisition of liabilities or other claims from acquired businesses. COVID-19 The COVID-19 pandemic has brought some disruption to our business, suppliers and customers. However, the situation across the Group and direction has been coordinated through a robust centralised Crisis Management process which is based on and supported by the established COVID-19 response services of Vodafone. Risk areas include, Health & Safety risk management; maintaining vital network coverage and services; and ensuring our Customer Service teams are able to work and support our customers. The demand for services offered by the Group has not been diminished by COVID-19. As the Group is mainly an infrastructure led business, it has not been adversely impacted by the restrictions caused by the pandemic with customer activity remaining in line with expectations since the period end. Appropriate changes in processes, systems and security requirements were implemented to enable all operational activities to move to remote working models with no disruption to the service provided. These are sustainable models as they have not had a detrimental impact on customer relations. The business is not significantly reliant on customers and suppliers outside of the Vodafone Group companies. The COVID-19 impact on the Group is minimal. There is no adverse impact anticipated to future plans for the business as a consequence of COVID-19, therefore we consider the current forecast to remain appropriate.

F-74 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

14. Capital and financial risk management (continued) COVID-19 (continued) There are no indicators, as a result of COVID-19, that would lead to concern over the recoverability of the Trade and other receivables or the deferred tax asset.

15. Contingent liabilities Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably. The Group does not have any contingent liabilities required to be disclosed.

16. Events after the reporting period

Capitalisation of the Company On November 6, 2020, Vodafone AG (“Vodafone Germany”) contributed an amount of €250,000,000 into the free capital reserve of the Company pursuant to sec. 272 para. 2 no. 4 of HGB (the “First Capital Contribution”).

On November 17, 2020, the shareholders’ meeting of the Company resolved to further increase the share capital from €275,000,000 by €189,504,358 to €464,504,358 by issuing 189,504,358 new shares in the Company (the “Second Capital Increase”). The Second Capital Increase was carried out by the payment of €189,504,358 in cash by Vodafone Germany to the Company (the “Second Capital Increase Payment”). As consideration, Vodafone Germany received 189,504,358 new shares in the Company. In connection with the Second Capital Increase, Vodafone Germany made a “further additional payment” to the Company’s capital reserves pursuant to section 272 para. 2 no. 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of €5,379,811,642.

On November 17, 2020, the Company entered into a €3 billion loan facility agreement with Vodafone Investments Luxembourg S.A.R.L (“Vodafone Investments”) and, on 17 November, 2020, the Company drew a loan of €2,290,000,000 thereunder (the “Vodafone Investments Loan”).

On January 7, 2021, the shareholders’ meeting of the Company resolved to further increase the share capital from €464,504,358 by €41,277,907 to €505,782,265 by issuing 41,277,907 new shares in the Company (the “Third Capital Increase”). The Third Capital Increase was carried out by the payment of €41,277,907 in cash by Vodafone Germany to the Company (the “Third Capital Increase Payment”). As consideration, Vodafone Germany received 41,277,907 new shares in the Company. The consummation of the Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on January 14, 2021. In connection with the Third Capital Increase, Vodafone Germany made a “further additional payment” to the Company ‘s capital reserves pursuant to section 272 para 2 no. 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of €1,171,832,493 (the “Third Capital Contribution”).

On December 7, 2020, Vodafone Germany and the Company concluded an upstream spin-off and transfer agreement (Abspaltungs- und Übernahmevertrag), pursuant to which 545 Sites were transferred from the Company to Vodafone Germany by way of a spin-off by absorption (Abspaltung zur Aufnahme) within the meaning of sec. 123 (2) n°1 of the German Transformation Act (Umwandlungsgesetz), whereby the shareholders of Vodafone Germany waived their right to receive shares in the Company. The upstream spin-off became legally effective upon its registration in the commercial register (Handelsregsiter) of the Company on December 18, 2020.

F-75 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

16. Events after the reporting period (continued)

Reorganisation Effective on January 14, 2021, Vodafone Group Plc completed the process by which Vantage Towers was established. Prior to that date, Vodafone Europe B.V. (“VEBV”), an indirect 100% subsidiary of Vodafone Group Plc, held all of the share capital of Central Tower Holding Company B.V. (“CTHC”), Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czechia Republic, Vantage Towers Hungary, and Vantage Towers Spain. VEBV also held 99.99% of all shares in Vantage Towers Romania, 33.2% of all shares in INWIT and 62% of all shares in Vantage Towers Greece. Vodafone Ltd (“Vodafone UK”) held 50% of all shares in Cornerstone. VEBV contributed all of the shares in Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czechia Republic, Vantage Towers Hungary, Vantage Towers Spain, Vantage Towers Romania, 62% of the shares in Vantage Towers Greece and INWIT to CTHC. CTHC acquired all of the shares in Cornerstone held by Vodafone UK

Demerger of the Hungary and Romania towers businesses On October 31, 2020, Vodafone Magyarország zrt. (“Vodafone Hungary”) transferred its entire tower business (excluding four Sites that could not be transferred due to subletting restrictions and in respect of which Vantage Towers Hungary will provide Vodafone Hungary with passive infrastructure maintenance services) at net book value to Vantage Towers Zrt. (formerly known as Vodafone Vantage Towers Hungary) by way of a demerger in the form of a division by separation.

The legal separation of the tower business in Romania has been structured in two phases due to land registration considerations. The tower business in relation to all sites in Romania, other than the 1,260 Sites, qualifying as immovable assets under Romanian law that the Company believes must be registered with the local land registry before they are capable of being legally transferred to a third party, was transferred to Vantage Towers Romania by way of a demerger in the form of a spin-off, of a part of the assets and liabilities of Vodafone Romania with legal effect from November 13, 2020.

Acquisition of CTHC by the Company On December 17, 2020, the Company acquired 100% of the ordinary shares in CTHC from VEBV for cash consideration of €7,791,567,000 with effect as of December 17, 2020. CTHC was previously an indirect wholly owned subsidiary of Vodafone which, other than the Company, owns each of the other entities that makes up the Vantage Towers Group.

Acquisition Vantage Towers Greece by CTHC On December 21, 2020, VEBV and Crystal Almond S.a.r.l. contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo, respectively, to Vantage Towers Greece. Vantage Towers Greece was incorporated simultaneously with the contribution. Following the contribution, VEBV was issued 62% and Crystal Almond was issued 38% of the shares in Vantage Towers Greece.

On December 22, 2020, VEBV transferred its shares in Vantage Towers Greece to CTHC, and VEBV, CTHC, Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned to CTHC a call option (the “Vantage Towers Greece Call Option”) to acquire the remaining 38% of Vantage Towers Greece from Crystal Almond for EUR 287,500,000 in cash, expiring on December 31, 2021 (with the price increasing by 5% if the Vantage Towers Greek Call Option has not completed by July 1, 2021).

Acquisition of Cornerstone by CTHC

On January 14, 2021, CTHC acquired Vodafone UK’s 50% shareholding in Cornerstone by way of a share purchase agreement dated January 6, 2021.

F-76 Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH) Notes to the condensed combined interim financial statements

For the six months ended 30 September 2020

16. Events after the reporting period (continued)

F-77

This is a convenience translation of the German original. Solely the original text in German language is authoritative.

INDEPENDENT AUDITOR’S REPORT

To Vantage Towers AG, Düsseldorf (formerly Vantage Towers GmbH, Düsseldorf)

Opinion

We have audited the condensed combined interim financial statements of the Vantage Towers business (entirety of entities and business activities included in the condensed combined interim financial statements, together “Vantage Towers”), which comprise the condensed combined income statement, condensed combined statement of comprehensive income, condensed combined statement of financial position, condensed combined statement of changes in equity, condensed combined statement of cash flows and the notes to the condensed combined interim financial statements, including a summary of significant accounting policies, as of and for the six months ended 30 September 2020.

In our opinion, on the basis of the knowledge obtained in the audit, the accompanying condensed combined interim financial statements comply, in all material respects, with the International Financial Reporting Standards (IFRS) on interim financial reporting as adopted by the European Union (EU) and, in compliance with these requirements, give a true and fair view of the assets and liabilities and financial position of Vantage Towers as of 30 September 2020 and its financial performance for the six months period from 1 April 2020 to 30 September 2020.

Pursuant to Sec. 322 (3) Sentence 1 HGB (“Handelsgesetzbuch”: German Commercial Code), we declare that our audit has not led to any reservations relating to the legal compliance of the condensed combined interim financial statements.

F-78 Basis for the opinion

We conducted our audit of the condensed combined interim financial statements in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s responsibilities for the audit of the condensed combined interim financial statements” section of our auditor’s report. We are independent of the entirety of entities and business activities included in the condensed combined interim financial statements in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the condensed combined interim financial statements.

Responsibilities of management and the Supervisory Board for the condensed combined interim financial statements

Management of Vantage Towers AG is responsible for the preparation of the condensed combined interim financial statements that comply, in all material respects, with the IFRS on interim financial reporting as adopted by the EU and that the condensed combined interim financial statements, in compliance with these requirements, give a true and fair view of the assets and liabilities, financial position and financial performance of Vantage Towers. In addition, management of Vantage Towers AG is responsible for such internal control as management has determined necessary to enable the preparation of condensed combined interim financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the condensed combined interim financial statements, management of Vantage Towers AG is responsible for assessing Vantage Towers’ ability to continue as a going concern. It also has the responsibility for disclosing, as applicable, matters related to going concern. In addition, management is responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate Vantage Towers to cease operations, or there is no realistic alternative but to do so.

The Supervisory Board of Vantage Towers AG is responsible for overseeing Vantage Towers’ financial reporting process for the preparation of the condensed combined interim financial statements.

F-79 Auditor’s responsibilities for the audit of the condensed combined interim financial statements

Our objectives are to obtain reasonable assurance about whether the condensed combined interim financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the condensed combined interim financial statements.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the IDW will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these condensed combined interim financial statements.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the condensed combined interim financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit of the condensed combined interim financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems.

• Evaluate the appropriateness of accounting policies used by management and the reasonableness of estimates made by management and related disclosures.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Vantage Towers’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the condensed combined interim financial statements or, if such disclosures are inadequate, to modify our audit opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause

F-80 Vantage Towers to cease to be able to continue as a going concern.

• Evaluate the overall presentation, structure and content of the condensed combined interim financial statements, including the disclosures, and whether the condensed combined interim financial statements present the underlying transactions and events in a manner that the condensed combined interim financial statements give a true and fair view of the assets and liabilities, financial position and financial performance of Vantage Towers in compliance with the IFRS on interim financial reporting as adopted by the EU.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Vantage Towers to express an audit opinion on the condensed combined interim financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

F-81 German Public Auditor responsible for the engagement

The German Public Auditor responsible for the engagement is Holger Forst.

Cologne, 31 January 2021

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Forst Vogelsang Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]

F-82 Audited Unconsolidated German GAAP Financial Statements of the Company prepared in accordance with German Commercial Code (HGB) as of and for the short financial year ended March 31, 2020

F-83

Report on the abbreviated financial year from 1 January 2020 to 31 March 2020

- Financial statements

Vodafone Towers Germany GmbH (since 16/07/2020: Vantage Towers GmbH)

Düsseldorf

Vodafone Towers Germany GmbH Abbreviated financial year from 1 January 2020 to 31 March 2020 F-84

Vodafone Towers Germany GmbH (since 16/ 07/ 2020: Vantage Towers GmbH)

Income statement (in Euro)

01/ 01/ 2020 - 31/ 03/ 2020 28/ 02/ 2019 - 31/ 12/ 2019

1. Revenue 0.00 0.00 2. Other income 0.00 0.00 3. Cost of materials 0.00 0.00 4. Personnel expenses 0.00 0.00 5. Amortization, depreciation and impairment losses 0.00 0.00 6. Other expenses 0.00 0.00 7. Taxes 0.00 0.00

8. Profit for the financial year 0.00 0.00

Vodafone Towers Germany GmbH Abbreviated financial year from 1 January 2020 to 31 March 2020 F-85

Vodafone Towers Germany GmbH (since 16/ 07/ 2020: Vantage Towers GmbH)

Statement of financial position (in Euro)

ASSETS

31/ 03/ 2020 31/ 12/ 2019

Current assets 25,000.00 25,000.00

25,000.00 25,000.00

EQUITY AND LIABILITIES

31/ 03/ 2020 31/ 12/ 2019

Equity 25,000.00 25,000.00

25,000.00 25,000.00

Vodafone Towers Germany GmbH Abbreviated financial year from 1 January 2020 to 31 March 2020 F-86

Notes to the financial statements

General information

These financial statements as of 31 March 2020 were prepared in accordance with Sec. 242 et seq. and Sec. 264 et. seq. HGB [“Handelsgesetzbuch”: German Commercial Code] on the basis of the accounting regulations of the HGB and the relevant provisions of the GmbHG [“Gesetz betreffend die Gesellschaften mit beschränkter Haftung”: German Limited Liability Companies Act]. As of the reporting date, Vantage Towers GmbH, Düsseldorf (the “Company”), meets the size criteria for a micro-corporation pursuant to Sec. 267a HGB, as it did on the reporting date of the previous abbreviated financial year. The Company is registered with Düsseldorf Local Court under HRB no. 85940.

The notes to the financial statements were prepared for the first time using the exemptions for small corporations in accordance with Sec. 288 (1) HGB. The exemption provisions for micro-corporations for preparing the balance sheet in accordance with Sec. 266 (1) Sentence 4 HGB and for presenting the income statement in accordance with Sec. 275 (5) HGB apply to the financial statements, as in the previous year.

In order to achieve consistency with the financial year of the Vodafone Group, the financial year was changed to the reporting date of 31 March with effect from 1 January 2020. Accordingly, the Company’s financial statements cover the abbreviated financial year from 1 January 2020 to 31 March 2020. The previous financial year was also an abbreviated financial year and covered the period from 28 February 2019 to 31 December 2019.

Assets and liabilities are valued on a going concern basis (going concern principle in accordance with Sec. 252 (1) No. 2 HGB).

Vantage Towers GmbH operated under the name “Vodafone Towers Germany GmbH” from 5 December 2019 to 15 July 2020. Prior to this, the Company was known as “Blitz D19-410 GmbH” and was a shelf company until the time of the spin-off on 25 May 2020.

Accounting policies

Current assets

Cash and cash equivalents are stated at nominal value.

Equity

Subscribed capital is stated at nominal value.

Vodafone Towers Germany GmbH Abbreviated financial year from 1 January 2020 to 31 March 2020 F-87

Other notes

Employees

As in the previous year, no employees were employed in the abbreviated financial year 2020.

Information on the parent company

The entity which prepares the consolidated financial statements for the smallest and largest group of companies in which the Company’s annual financial statements are included is Vodafone Group Plc, Newbury/United Kingdom.

Düsseldorf, 25 September 2020

Vantage Towers GmbH

The Management Board

Vivek Badrinath Thomas Reisten Christian Sommer

Vodafone Towers Germany GmbH Abbreviated financial year from 1 January 2020 to 31 March 2020 F-88 Translation of the German independent auditor’s report concerning the audit of the annual financial statements prepared in German

Independent auditor’s report

To Vodafone Towers Germany (since 16 July 2020: Vantage Towers GmbH)

Opinion

We have audited the annual financial statements of Vodafone Towers Germany GmbH (since 16 July 2020: Vantage Towers GmbH), Düsseldorf, which comprise the balance sheet as at 31 March 2020, and the income statement for the abbreviated financial year from 1 January 2020 to 31 March 2020, and notes to the financial statements, including the accounting policies presented therein.

In our opinion, on the basis of the knowledge obtained in the audit, the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law applicable to business corporations and give a true and fair view of the assets, liabilities and financial position of the Company as at 31 March 2020 and of its financial performance for the abbreviated financial year from 1 January 2020 to 31 March 2020 in compliance with German legally required accounting principles.

Pursuant to Sec. 322 (3) Sentence 1 HGB [“Handelsgesetzbuch”: German Commercial Code], we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements.

Basis for the opinion

We conducted our audit of the annual financial statements in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s responsibilities for the audit of the annual financial statements” section of our auditor’s report. We are independent of the Company in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the annual financial statements.

Responsibilities of the executive directors for the annual financial statements

The executive directors are responsible for the preparation of the annual financial statements that comply, in all material respects, with the requirements of German commercial law applicable to business corporations, and that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German legally required accounting principles. In addition, the executive directors are responsible for such internal control as they, in accordance with German legally

F-89 Translation of the German independent auditor’s report concerning the audit of the annual financial statements prepared in German required accounting principles, have determined necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the annual financial statements, the executive directors are responsible for assessing the Company’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith.

Auditor’s responsibilities for the audit of the annual financial statements

Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the annual financial statements.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements.

We exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the annual financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit of the annual financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems of the Company.

• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.

F-90 Translation of the German independent auditor’s report concerning the audit of the annual financial statements prepared in German

as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the annual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.

• Evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German legally required accounting principles.

Cologne, 30 September 2020

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Forst Kamann Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]

F-91

Audited Unconsolidated Financial Statements of the Company prepared in accordance with IFRS as of and for the twelve months ended March 31, 2020

F-92

Financial statements for the period from 1 April 2019 to 31 March 2020

Vodafone Towers Germany GmbH (formerly: till 04/12/2019: Blitz D19-410 GmbH; since 16/07/2020: Vantage Towers GmbH)

Düsseldorf

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-93

Vodafone Towers Germany GmbH (formerly: till 04/ 12/ 2019: Blitz D19-410 GmbH; since 16/ 07/ 2020: Vantage Towers GmbH)

Income statement (in Euro)

01/ 04/ 2019 - 31/ 03/ 2020 28/ 02/ 2019 - 31/ 03/ 2019

Revenue 0.00 0.00 Operating expenses 0.00 0.00 Financial results 0.00 0.00 Income tax 0.00 0.00

Profit for the financial year 0.00 0.00

Statement of comprehensive income (in Euro)

01/ 04/ 2019 - 31/ 03/ 2020 28/ 02/ 2019 - 31/ 03/ 2019

Profit for the financial year 0.00 0.00

Items, that my be reclassified subsequently to 0.00 0.00 profit or loss

Items, that will not be reclassified subsequently to 0.00 0.00 profit or loss

Other comprehensive income for the year net of income tax 0.00 0.00

Total comprehensive income for the year 0.00 0.00

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-94

Vodafone Towers Germany GmbH (formerly: till 04/ 12/ 2019: Blitz D19-410 GmbH; since 16/ 07/ 2020: Vantage Towers GmbH)

Statement of financial position (in Euro)

ASSETS

(Notes) 31/ 03/ 2020 31/ 03/ 2019

Current assets Cash and cash equivalents (1) 25,000.00 12,500.00

25,000.00 12,500.00

EQUITY AND LIABILITIES

(Notes) 31/ 03/ 2020 31/ 03/ 2019

Equity (2) Subscribed capital 25,000.00 25,000.00 Outstanding contribution to subscribed capital 0.00 -12,500.00

Total equity 25,000.00 12,500.00

25,000.00 12,500.00

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-95

Vodafone Towers Germany GmbH (formerly: till 04/ 12/ 2019: Blitz D19-410 GmbH; since 16/ 07/ 2020: Vantage Towers GmbH)

Statement of changes in equity for the period from 1 April 2019 to 31 March 2020 (in Euro)

Subscribed Capital Total

Balance at 28 February 2019 12,500 12,500

Profit of the year 0 0 Other comprehensive income for the year 0 0 Total comprehensive income for the year 0 0

Payment of outstanding contributions to subscribed capital 0 0

Balance at 31 March 2019 12,500 12,500

Loss for the year 0 0 Other comprehensive income for the year 0 0 Total comprehensive income for the year 0 0

Payment of outstanding contributions to subscribed capital 12,500 12,500

Balance at 31 March 2020 25,000 25,000

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-96

Vodafone Towers Germany GmbH (formerly: till 04/ 12/ 2019: Blitz D19-410 GmbH; since 16/ 07/ 2020: Vantage Towers GmbH)

Statement of cash flows for the period from 1 April 2019 to 31 March 2020 (in Euro)

01/ 04/ 2019 - 28/ 02/ 2019 - 31/ 03/ 2020 31/ 03/ 2019

Cash flow from operating activities 0 0

Cash flow from investing activities 0 0

Cash flow from financing activities Payment of outstanding contributions to subscribed capital 12,500 0 Cash flow from financing activities 12,500 0

Change in cash and cash equivalents 12,500 0 Cash and cash equivalents at beginning of the financial year 12,500 12,500 Cash and cash equivalents at end of the financial year 25,000 12,500

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-97

Notes to the financial statements

General information

Vantage Towers GmbH (herinafter also referred to as "Company") has its registered office at Prinzenallee 11-13, 40549 Düsseldorf/Germany, since 14 July 2020 and is registered with Düsseldorf Local Court under HRB no. 85940. The Company was founded on 28 February 2019 as "Blitz D19-410 GmbH". The business address of Blitz D19-410 GmbH was from 28 February 2019 to 4 December 2019: c/o Blitzstart Holding AG, Theresienhöhe 30, 80339 Munich/Germany. At the shareholders' meeting on 2 December 2019, it was resolved to change the Company's name to "Vodafone Towers Germany GmbH" and to change the registered office to Ferdinand-Braun-Platz 1, 40549 Düsseldorf/Germany. The amendments to the Articles of Association became effective upon entry in the Commercial Register on 5 December 2019. Upon entry in the commercial register on 16 July 2020, the Company was renamed "Vantage Towers GmbH".

Vantage Towers GmbH operates and markets the vertical passive network infrastructure for mobile communications. The purpose of the Company is the planning, construction, maintenance, operation and financing of the passive tower infrastructure (masts, towers, service entry masts, etc.) owned by Vodafone GmbH, Düsseldorf/Germany, until the spin-off on 25 May 2020, which can be used to install active radio communication and transmission technology (e. g., antennas). Before the time of the spin-off, the Company was inactive and operated as a shelf company. Its business purpose was the management of its own assets.

Vantage Towers GmbH is a 100 % subsidiary of Vodafone GmbH, Düsseldorf/Germany. The ultimate parent company of the group is Vodafone Group Plc., Newbury/United Kingdom.

Basis of preparation

The financial statements are prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU").

The financial statements correspond to the period from 1 April 2019 to 31 March 2020.

The financial statements have been prepared on the basis of historical acquisition and production costs.

The income statement was prepared using the "nature of expenses" method in accordance with IFRS.

The financial statemens are prepared in Euros.

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-98

Accounting standards recently issued by the IASB

Accounting standards issued by the IASB and newly applied by the Company

The Company applied the following new standards and interpretations or amendments for the first time with effect from the reporting period beginning on 1 April 2019. There are no effects on the financial statements for the period from 1 April 2019 to 31 March 2020 of Vantage Towers GmbH.

Issued by Adoption in EU first-time Standard / Interpretation IASB the EU application IFRS 16 Leases 13.01.2016 31.10.2017 01.01.2019 Changes to IFRS 9 Prepayment features with negative compensation 12.10.2017 22.03.2018 01.01.2019 Changes to IFRS 3, IFRS 11, IAS Annual improvements cycle 2015-2017 12.12.2017 14.03.2019 01.01.2019 12 and IAS 23 Changes to IAS 28 Investments in associates and joint ventures 12.10.2017 08.02.2019 01.01.2019 Changes to IAS 19 Plan Amendment, curtailment or settlement 07.02.2018 13.03.2019 01.01.2019 IFRIC 23 Uncertainty over income tax treatments 07.06.2017 23.10.2018 01.01.2019

New standards and interpretations not yet applied

Various new accounting standards and interpretations have been issued, but are not mandatory for the period ending 31 March 2020 and have not been early adopted by the Company. The new regulations have no effect on the current financial statements of Vantage Towers GmbH.

Accounting policies and notes to the financial statements

(1) Cash and cash equivalents Cash and cash equivalents consist of bank balances available on call. Bank balances are stated at cost, which equals nominal value.

The cash and cash equivalents reported in the cash flow statement at the end of the reporting period can be reconciled to the corresponding items in the balance sheet as shown below:

31/ 03/ 2020 31/ 03/ 2019 (in Euro) (in Euro)

Cash and cash equivalents 25,000.00 12,500.00

(2) Equity

The subscribed capital is stated at nominal value. It amounts to Euro 25,000.00 in the reporting period and is fully paid in.

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-99

Events after the reporting period

No significant effects on the financial statements as of 31 March 2020 from the outbreak of the COVID-19 pandemic were apparent at the time these financial statements were compiled.

The shareholders' meeting of 4 May 2020 resolved to increase the share capital by Euro 274,975,000.00 and the corresponding amendment to the articles of association in § 5 and the amendment to the articles of association in § 4 (object of the Company) for the purpose of acquiring parts of the assets of Vodafone GmbH, Düsseldorf/Germany, by way of a spin-off.

Under a notarised spin-off agreement dated 4 May 2020 and the resolutions of approval of the transferor entity of 4 May 2020 and the absorbing entitiy of 4 May 2020, the "Vodafone Towers Germany" business unit of Vodafone GmbH, Düsseldorf/Germany, was transferred to Vantage Towers GmbH by way of spin-off for absorption. The spin-off was carried out pursuant to Sec. 20 UmwStG ("Umwandlungssteuergesetz": German Reorganization Act) with retroactive effect for tax purposes as of 1 October 2019, in preparation for the planned IPO of Vantage Towers GmbH. The spin-off was entered in the commercial register of the transferor entity on 25 May 2020 and in the commercial register of the absorbing entity on 19 May 2020. In order to start the business operations of Vantage Towers GmbH, shared service agreements have been concluded between the Company and Vodafone GmbH as part of the spin-off.

Düsseldorf, 25 September 2020

Vantage Towers GmbH

The Management Board

Vivek Badrinath Thomas Reisten Christian Sommer

Vodafone Towers Germany GmbH Period from 1 April 2019 to 31 March 2020 F-100

Translation of the German independent auditor’s report concerning the audit of the annual financial statements

Independent auditor’s report

To Vodafone Towers Germany (since 16 July 2020: Vantage Towers GmbH)

Opinion

We have audited the financial statements of Vodafone Towers Germany GmbH (since 16 July 2020: Vantage Towers GmbH), Düsseldorf, for the period from 1 April 2019 to 31 March 2020, which comprise the income statement and the statement of comprehensive income for the period from 1 April 2019 to 31 March 2020, and the statement of financial position as at 31 March 2020, statement of changes in equity for the period from 1 April 2019 to 31 March 2020 and statement of cash flows for the period from 1 April 2019 to 31 March 2020, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, on the basis of the knowledge obtained in the audit, the accompanying financial statements for the period from 1 April 2019 to 31 March 2020 comply, in all material respects, with the IFRSs as adopted by the EU and, in compliance with these requirements, give a true and fair view of the assets, liabilities and financial position of the Company as at 31 March 2020 and of its financial performance for the period from 1 April 2019 to 31 March 2020.

Basis for the opinion

We conducted our audit of the financial statements for the period from 1 April 2019 to 31 March 2020 in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s responsibilities for the audit of the financial statements for the period from 1 April 2019 to 31 March 2020” section of our auditor’s report. We are independent of the Company in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements for the period from 1 April 2019 to 31 March 2020.

Responsibilities of the executive directors for the financial statements for the period from 1 April 2019 to 31 March 2020

The executive directors are responsible for the preparation of the financial statements for the period from 1 April 2019 to 31 March 2020 that comply, in all material respects, with IFRSs as

F-101 Translation of the German independent auditor’s report concerning the audit of the annual financial statements adopted by the EU, and that the financial statements for the period from 1 April 2019 to 31 March 2020, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Company. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of financial statements for the period from 1 April 2019 to 31 March 2020 that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements for the period from 1 April 2019 to 31 March 2020, the executive directors are responsible for assessing the Company’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Company or to cease operations, or there is no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements for the period from 1 April 2019 to 31 March 2020

Our objectives are to obtain reasonable assurance about whether the financial statements for the period from 1 April 2019 to 31 March 2020 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the financial statements for the period from 1 April 2019 to 31 March 2020.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements for the period from 1 April 2019 to 31 March 2020.

We exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements for the period from 1 April 2019 to 31 March 2020, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit of the financial statements for the period from 1 April 2019 to 31 March 2020 in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems of the Company.

F-102 Translation of the German independent auditor’s report concerning the audit of the annual financial statements

• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.

• Conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements for the period from 1 April 2019 to 31 March 2020 or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements for the period from 1 April 2019 to 31 March 2020, including the disclosures, and whether the financial statements for the period from 1 April 2019 to 31 March 2020 present the underlying transactions and events in a manner that the financial statements for the period from 1 April 2019 to 31 March 2020 give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with IFRSs as adopted by the EU.

Cologne, 30 September 2020

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Forst Kamann Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]

F-103 Audited Unconsolidated Financial Statements of the Company prepared in accordance with IFRS as of March 31, 2019 and for the period from February 28, 2019 to March 31, 2019

F-104

Financial statements for the period from 28 February 2019 to 31 March 2019

Blitz D19-410 GmbH (from 05/12/2019 till 15/07/2020: Vodafone Towers Germany GmbH; since 16/07/2020: Vantage Towers GmbH)

Düsseldorf

Blitz D19-410 GmbH Period from 28 February 2019 to 31 March 2019 F-105

Blitz D19-410 GmbH (from 05/ 12/ 2019 till 15/ 07/ 2020: Vodafone Towers Germany GmbH; since 16/ 07/ 2020: Vantage Towers GmbH)

Income statement (in Euro)

28/ 02/ 2019 - 31/ 03/ 2019

Revenue 0.00 Operating expenses 0.00 Financial results 0.00 Income tax 0.00

Profit for the year 0.00

Statement of comprehensive income (in Euro)

28/ 02/ 2019 - 31/ 03/ 2019

Profit for the year 0.00

Items, that my be reclassified subsequently to 0.00 profit or loss

Items, that will not be reclassified subsequently to 0.00 profit or loss

Other comprehensive income for the year net of income tax 0.00

Total comprehensive income for the year 0.00

Blitz D19-410 GmbH Period from 28 February 2019 to 31 March 2019 F-106

Blitz D19-410 GmbH (from 05/ 12/ 2019 till 15/ 07/ 2020: Vodafone Towers Germany GmbH; since 16/ 07/ 2020: Vantage Towers GmbH)

Statement of financial position (in Euro)

ASSETS

(Notes) 31/ 03/ 2019 28/ 02/ 2019

Current assets Cash and cash equivalents (1) 12,500.00 12,500.00

12,500.00 12,500.00

EQUITY AND LIABILITIES

(Notes) 31/ 03/ 2019 28/ 02/ 2019

Equity (2) Subscribed capital 25,000.00 25,000.00 Outstanding contribution to subscribed capital -12,500.00 -12,500.00

Total equity 12,500.00 12,500.00

12,500.00 12,500.00

Blitz D19-410 GmbH Period from 28 February 2019 to 31 March 2019 F-107

Blitz D19-410 GmbH (from 05/ 12/ 2019 till 15/ 07/ 2020: Vodafone Towers Germany GmbH; since 16/ 07/ 2020: Vantage Towers GmbH)

Statement of changes in equity for the period from 28 February 2019 to 31 March 2019 (in Euro)

Subscribed Capital Total

Balance at 28 February 2019 12,500 12,500

Profit of the year 0 0 Other comprehensive income for the year 0 0 Total comprehensive income for the year 0 0

Payment of outstanding contributions to subscribed capital 0 0

Balance at 31 March 2019 12,500 12,500

Blitz D19-410 GmbH (from 05/ 12/ 2019 till 15/ 07/ 2020: Vodafone Towers Germany GmbH; since 16/ 07/ 2020: Vantage Towers GmbH) Statement of cash flows for the period from 28 February 2019 to 31 March 2019 (in Euro)

28/ 02/ 2019 - 31/ 03/ 2019

Cash flow from operating activities 0

Cash flow from investing activities 0

Cash flow from financing activities 0

Change in cash and cash equivalents 0 Cash and cash equivalents at beginning of the financial year 12,500 Cash and cash equivalents at end of the financial year 12,500

Blitz D19-410 GmbH Period from 28 February 2019 to 31 March 2019 F-108

Notes to the financial statements

General information

Vantage Towers GmbH (herinafter also referred to as "Company") has its registered office at Prinzenallee 11-13, 40549 Düsseldorf/Germany, since 14 July 2020 and is registered with Düsseldorf Local Court under HRB no. 85940. The Company was founded on 28 February 2019 as "Blitz D19-410 GmbH". The registered office of Blitz D19-410 GmbH was from 28 February 2019 to 4 December 2019: c/o Blitzstart Holding AG, Theresienhöhe 30, 80339 Munich/Germany. At the shareholders' meeting on 2 December 2019, it was resolved to change the Company's name to "Vodafone Towers Germany GmbH" and to change the registered office to Ferdinand-Braun-Platz 1, 40549 Düsseldorf/Germany. The amendments to the Articles of Association became effective upon entry in the Commercial Register on 5 December 2019. Upon entry in the commercial register on 16 July 2020, the Company was renamed "Vantage Towers GmbH".

Vantage Towers GmbH operates and markets the vertical passive network infrastructure for mobile communications. The purpose of the Company is the planning, construction, maintenance, operation and financing of the passive tower infrastructure (masts, towers, service entry masts, etc.) owned by Vodafone GmbH, Düsseldorf/Germany, until the spin-off on 25 May 2020, which can be used to install active radio communication and transmission technology (e. g., antennas). Before the spin-off, the Company was inactive and operated as a shelf company. Its business purpose was the management of its own assets.

Vantage Towers GmbH is a 100 % subsidiary of Vodafone GmbH, Düsseldorf/Germany. The ultimate parent company of the group is Vodafone Group Plc., Newbury/United Kingdom.

The reason for the financial statements for the period from 28 February 2019 to 31 March 2019, and for the use of a shorter reporting period is the conversion of the financial year to the period from 1 April 2020 of a year to 31 March 2021 of the following year in order to achieve consistency with the financial year of the Vodafone Group. Therefore, the Company set up another set of IFRS financial statements for the period from 1 April 2019 to 31 March 2020, whereas for statutory purposes, the fiscal year-end was changed from 31 December to 31 March, leading to a short fiscal year from 1 January 2020 to 31 March 2020. Effective 1 April 2020, the annual financial statements according to IFRS and to HGB will cover the same period. In addition, a shorter reporting period is used in order to provide investors with more comparable information and the full view for a complete reporting period in the context of the planned IPO.

Furthermore, in order to avoid the transition from local GAAP to IFRS, the financial statements for the period from 28 February 2019 to 31 March 2019 have been prepared in accordance with IFRS.

Due to its foundation on 28 February 2019, the Company has not prepared annual financial statements until the reporting date 31 March 2019, and therefore no comparative figures are available. Blitz D19-410 GmbH Period from 28 February 2019 to 31 March 2019 F-109

Basis of preparation

The financial statements are prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU").

The financial statements correspond to the period from 28 February 2019 to 31 March 2019.

The financial statements have been prepared on the basis of historical acquisition and production costs.

The income statement was prepared using the "nature of expenses" method in accordance with IFRS.

The financial statemens are prepared in Euros.

Accounting standards recently issued by the IASB

New standards and interpretations not yet applied

Various new accounting standards and interpretations have been issued, but are not mandatory for the period ending 31 March 2019 and have not been early adopted by the Company. The new regulations have no effect on the current financial statements of Vantage Towers GmbH.

Accounting policies and notes to the financial statements

(1) Cash and cash equivalents

Cash and cash equivalents consist of bank balances available on call. Bank balances are stated at cost, which equals nominal value.

The cash and cash equivalents reported in the cash flow statement at the end of the reporting period can be reconciled to the corresponding balance sheet items as shown below:

31/ 03/ 2019 (in Euro)

Cash and cash equivalents 12,500.00

Blitz D19-410 GmbH Period from 28 February 2019 to 31 March 2019 F-110

(2) Equity

The subscribed capital is stated at nominal value. It amounts to Euro 25,000.00 in the reporting period and half of it was paid up on the opening balance sheet date.

Events after the reporting period

No significant effects on the financial statements as of 31 March 2019 from the outbreak of the COVID-19 pandemic were apparent at the time these financial statements were compiled.

Düsseldorf, 25 September 2020

Vantage Towers GmbH

The Management Board

Vivek Badrinath Thomas Reisten Christian Sommer

Blitz D19-410 GmbH Period from 28 February 2019 to 31 March 2019 F-111 Translation of the German independent auditor’s report concerning the audit of the annual financial statements

Independent auditor’s report

To Blitz D19-410 GmbH (in the interim: Vodafone Towers Germany; since 16 July 2020: Vantage Towers GmbH)

Opinion

We have audited the financial statements of Blitz D19-410 GmbH (in the interim: Vodafone Towers Germany GmbH; since 16 July 2020: Vantage Towers GmbH), Düsseldorf, for the period from 28 February 2019 to 31 March 2019, which comprise the income statement and the statement of comprehensive income for the period from 28 February 2019 to 31 March 2019, and the statement of financial position as at 31 March 2019, statement of changes in equity for the period from 28 February 2019 to 31 March 2019 and statement of cash flows for the period from 28 February 2019 to 31 March 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, on the basis of the knowledge obtained in the audit, the accompanying financial statements for the period from 28 February 2019 to 31 March 2019 comply, in all material respects, with the IFRSs as adopted by the EU and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Company as at 31 March 2019 and of its financial performance for the period from 28 February 2019 to 31 March 2019.

Basis for the opinion

We conducted our audit of the financial statements for the period from 28 February 2019 to 31 March 2019 in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s responsibilities for the audit of the financial statements for the period from 28 February 2019 to 31 March 2019” section of our auditor’s report. We are independent of the Company in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements for the period from 28 February 2019 to 31 March 2019.

F-112 Translation of the German independent auditor’s report concerning the audit of the annual financial statements

Responsibilities of the executive directors for the financial statements for the period from 28 February 2019 to 31 March 2019

The executive directors are responsible for the preparation of the financial statements for the period from 28 February 2019 to 31 March 2019 that comply, in all material respects, with IFRSs as adopted by the EU, and that the financial statements for the period from 28 February 2019 to 31 March 2019, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Company. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of financial statements for the period from 28 February 2019 to 31 March 2019 that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements for the period from 28 February 2019 to 31 March 2019, the executive directors are responsible for assessing the Company’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Company or to cease operations, or there is no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements for the period from 28 February 2019 to 31 March 2019

Our objectives are to obtain reasonable assurance about whether the financial statements for the period from 28 February 2019 to 31 March 2019 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the financial statements for the period from 28 February 2019 to 31 March 2019.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements for the period from 28 February 2019 to 31 March 2019.

We exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements for the period from 28 February 2019 to 31 March 2019, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

F-113 Translation of the German independent auditor’s report concerning the audit of the annual financial statements

fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit of the financial statements for the period from 28 February 2019 to 31 March 2019 in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems of the Company.

• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.

• Conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements for the period from 28 February 2019 to 31 March 2019 or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements for the period from 28 February 2019 to 31 March 2019, including the disclosures, and whether the financial statements for the period from 28 February 2019 to 31 March 2019 present the underlying transactions and events in a manner that the financial statements for the period from 28 February 2019 to 31 March 2019 give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with IFRSs as adopted by the EU.

Cologne, 30 September 2020

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Forst Kamann Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]

F-114 26 GLOSSARY “Active Energy” ...... means energy consumed by Active Equipment. “Active Equipment” ...... means the customers’ equipment used to receive and transmit mobile network signals. “Active Sharing Arrangement” . . . . means MNOs’ sharing of Active Equipment that they install on the Group’s Sites. “active sharing tenancy” ...... means a tenancy established by the Group’s customer’s sharing counterparty sharing the existing Active Equipment at the Site. Counted as a tenancy in addition to the physical tenancy occupied by the other partner in the active sharing arrangement. “Additional Base Shares” ...... means 22,222,222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder, with the number of the shares to be actually placed with investors subject to the exercise of an upsize option upon decision of the Existing Shareholder, in agreement with the Joint Global Coordinators on the date of pricing based on market demand. “Adjusted EBITDA” ...... means operating profit before depreciation on lease-related right of use assets, depreciation, amortization and gains/losses on disposal for fixed assets, and excluding impairment losses, restructuring costs arising from discrete restructuring plans, other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. “Adjusted EBITDAaL” ...... means Adjusted EBITDA less recharged capital expenditure revenue, and after depreciation on lease-related right of use assets and deduction of interest on lease liabilities. Recharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgrades to existing Sites. “Adjusted EBITDAaL margin” . . . . means Adjusted EBITDAaL divided by revenue excluding recharged capital expenditure revenue. “Admission” ...... means the admission of 505,782,265 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). “Aggregated Adjusted EBITDAaL” . means Adjusted EBITDAaL for the operations in which Vantage Towers has a controlling interest plus Vantage Towers’ ownership share of the Adjusted EBITDAaL of INWIT and Cornerstone. “AktG” ...... means the German Stock Corporation Act (Aktiengesetz). “Alternative Performance Measures” means Adjusted EBITDA, Adjusted EBITDAaL, Adjusted EBITDAaL margin, Aggregated Adjusted EBITDAaL, Recurring Operating Free Cash Flow, Recurring Free Cash Flow, Free Cash Flow, Cash Conversion, Net Financial Debt and Net Financial Debt to Adjusted EBITDAaL, on a pro forma basis. “AMAP” ...... means Africa Middle East Asia Pacific. “Analysys Mason” ...... means, when referenced as a source, certain privately commissioned country reports prepared by Analysys Mason on the Czech Republic, Germany, Greece, Hungary, Ireland, Portugal, Romania and Spain dated 2020 and on the United Kingdom dated 2019.

G-1 “Articles of Association” ...... means the Company’s articles of association dated February 8, 2021 and registered with the commercial register (Handelsregister) on February 15, 2021. “Audit Committee” ...... means the Supervisory Board’s audit committee. “Audited Six-Month Condensed Combined Interim Financial Statements” ...... means the audited condensed combined interim financial statements of the Group as of and for the six months ended September 30, 2020 prepared in accordance with IFRS and IAS 34. “Audited Unconsolidated German GAAP Financial Statements” ...... means the audited unconsolidated (separate) financial statements of the Company as of and for the short financial year ended March 31, 2020 prepared in accordance with German GAAP pursuant to the HGB. “Audited Unconsolidated IFRS Financial Statements” ...... means the Audited Unconsolidated IFRS Financial Statements March 2019 together with the Audited Unconsolidated IFRS Financial Statements 2020. “Audited Unconsolidated IFRS Financial Statements 2020” ...... means the audited unconsolidated (separate) financial statements of the Company as of and for the twelve months ended March 31, 2020, prepared in accordance with IAS 34. “Audited Unconsolidated IFRS Financial Statements March 2019” . . means the audited unconsolidated (separate) financial statements of the Company as of and for the month ended March 31, 2019, prepared in accordance with IAS 34. “BaFin” ...... means the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). “Base Fee” ...... means a base fee of up to 0.875% of the gross proceeds from the sale of the Offer Shares where the applicable percentage(s) are determined based on the amount of the gross proceeds paid to the Underwriters by the Existing Shareholder. “Base Shares” ...... means 88,888,889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder. “BofA Securities” ...... means BofA Securities Europe SA, 51 rue La Boétie, 75008 Paris, France, LEI: 549300FH0WJAPEHTIQ77. “Brexit” ...... means the United Kingdom’s exit from the European Union. “BTS” ...... means built-to-suit. “call option” ...... means options which entitle the Company to acquire shares of the Company upon the exercise of the option. “Cash Conversion” ...... means Recurring Operating Free Cash Flow divided by Adjusted EBITDAaL. “Cellnex: Q3 2020” ...... means the quarterly results of Cellnex for the period ended September 30, 2020, available at https://www.cellnextelecom.com/en/investor-relations/quarterly- results/. “CEO” ...... means Chief Executive Officer. “CET” ...... means Central European Time or Central European Summer Time, as the case may be.

G-2 “CFO” ...... means Chief Financial Officer. “Clearstream” ...... means Clearstream Banking AG. “Code” ...... means the German Corporate Governance Code (Deutscher Corporate Governance Kodex) adopted on January 23, 2020 and published in the German Federal Gazette (Bundesanzeiger) on March 20, 2020. “Combined Six-Month Group” . . . . means the combined group of entities and business activities comprising Vantage Towers GmbH, the predecessor entity of the Company (from May 25, 2020), Vantage Towers Spain (from March 18, 2020), Vantage Towers Czech Republic (from September 1, 2020), Vantage Towers Portugal (from July 16, 2020) and Vantage Towers Ireland (from June 1, 2020). “Communications Act” ...... means the United Kingdom’s Communications Act 2003. “Company” ...... means Vantage Towers AG. “Company Internal Analysis” . . . . . means information based on the Group’s own analysis and adjustment or supplementation where necessary of a combination of publicly available and non-public data, including some of which was independently commissioned. “Company Market Position Assessment” ...... means market positioning data that is based on the Company’s own assessment. “Condensed Combined Interim Financial Statements” ...... means the Audited Six-Month Condensed Combined Interim Financial Statements together with the Unaudited Three-Month Condensed Combined Interim Financial Statements. “Consolidated Markets” ...... means Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland. “Contract Year” ...... means: (i) in respect of Greece, the twelve-month period starting on the effective date of the agreement and each twelve-month period thereafter during the duration of the agreement; and (ii) in respect of all other jurisdictions, the period starting on the effective date of the respective agreement and ending on March 31, 2021, each successive period starting on April 1 and ending on March 31 during the duration of the respective agreement and the period starting on the last April 1 and ending on the date that the respective agreement terminates. “Cornerstone” ...... means Cornerstone Telecommunications Infrastructure Limited. “CPI” ...... means consumer price index. “Critical Site” ...... means a Site subject to higher service levels. “CRM” ...... means customer relationship management. “Crystal Almond” ...... means Crystal Almond Sàrl. “CTHC” ...... means Central Tower Holding Company BV. “Czech Consent Required Sites” . . . means 1,948 Sites used in connection with Vodafone Czech Republic’s towers business that could not be transferred to the Group in the first phase due to restrictions on subletting to third parties in their ground lease agreements. “Czech PMA” ...... means the portfolio management agreement in respect of the Czech Consent Required Sites and the Passive Infrastructure thereon

G-3 between Vantage Towers Czech Republic and Vodafone Czech Republic dated September 1, 2020, and as amended on November 16, 2020. “DAS” ...... means distributed antenna systems. “Designated Directors” ...... means the equal number of directors designated to the INWIT Board by each INWIT Shareholder. “Discretionary Fee” ...... means a discretionary fee of up to 0.875% of the gross proceeds from the sale of the Offer Shares where the applicable percentage(s) are determined based on the amount of the gross proceeds which is in the sole discretion of the Existing Shareholder and the Company. “ECC” ...... means the UK Electronics Communications Code. “EECC Code” ...... means the European Electronic Communications Code. “eir” ...... means Eircom Limited. “EMF” ...... means electromagnetic field. “Ericsson Mobility Report” ...... means a report prepared by Ericsson titled “Ericsson Mobility Report,” dated 2020, available at https://www.ericsson.com/en/mobility-report. “equity derivatives” ...... means put options, call options and combinations of put and call options and forward purchase agreements. “ESG” ...... means environmental, social and governance. “EU” ...... means the European Union. “EU Short Selling Regulation” . . . . . means Regulation (EU) No. 236/2012 of the European Parliament and of the Council of March 14, 2012 on short selling and certain aspects of credit default swaps. “EUR” or “Euro” ...... means the legal currency of Germany as (an accounting currency) from January 1, 1999, and (as a circulation currency) from January 1, 2002. “EVO” ...... means a Vodafone Group business transformation program that introduced a common operator model across the finance, supply chain and human resources processes. “Exchange Offer” ...... means a public offer or a public solicitation to submit an offer for the exchange of liquid shares which are admitted to trading on an organized market within the meaning of the WpÜG against shares of the Company. “Exchange Shares” ...... means a public offer or a public solicitation to submit an offer for the exchange of liquid shares which are admitted to trading on an organized market within the meaning of the WpÜG. “Executive” ...... means a person discharging managerial responsibilities within the meaning of article 3 para. 1 No. 25 of the MAR. “Existing Shareholder” ...... means Vodafone GmbH, a company with limited liability (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany. “Exit Period” ...... means a period of up to four years (Greece: three years for expiry/ termination by Vodafone Operator; five years for termination by Vantage Towers) that the Vodafone Operator has from the date of expiry or termination of a Vodafone MSA, as applicable, to remove and relocate any of its equipment from all remaining Sites.

G-4 “EY” ...... means Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Börsenplatz 1, 50667 Köln/Cologne, Germany. “Federal Agency for Public Safety and Radio Report” ...... means a description of the BOS Public Safety Digital Radio Network from the Federal Agency for Public Safety and Radio, Federal Republic of Germany, available at https:// www.bdbos.bund.de/EN/Digitalradio/digital_radio_node.html. “First Capital Increase” ...... means the increase in the share capital from EUR 25,000 by EUR 274,975,000 to EUR 275,000,000 by issuing 274,975,000 new shares in the Company (named Vodafone Towers Germany GmbH at that time) following the shareholder’s resolution on May 4, 2020. “Fitch Solutions” ...... means, when referenced as a source, certain mobile subscriber data prepared by Fitch Solutions dated January 2021. “Frankfurt Stock Exchange” ...... means the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). “Free Cash Flow” ...... means Recurring Free Cash Flow less growth and other capital expenditure, including ground lease optimization and dividends paid to non-controlling shareholders in subsidiaries plus recharged capital expenditure receipts from Vodafone, gains/losses for disposal of fixed assets, and dividends received from joint ventures, and adjusted for changes in non-operating working capital and one-off and other items. One-off and other items comprise impairment losses, restructuring costs arising from discrete restructuring plans, and other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group. These items are not a recognized term under IFRS. One-off and other items are subject to certain discretion in the allocation of various income and expenses and the application of discretion may differ from company to company. One-off and other items might also include expenses that will recur in future accounting periods. “FWA” ...... means fixed wireless access. “GBT” ...... means ground based tower. “GDPR” ...... means the EU’s General Data Protection Regulation (EU) 2016/679. “German GAAP” ...... means German generally accepted accounting principles. “German Hive-Down” ...... means the transfer of the German Towers Business (Teilbetrieb Tower) to the Company by way of a hive-down by absorption (Ausgliederung zur Aufnahme) within the meaning of sec. 123(3) n°1 of the German Transformation Act (Umwandlungsgesetz). “German Towers Business” ...... means the German partial operational unit towers business (Teilbetrieb Tower). “Germany” ...... means the Federal Republic of Germany. “Global Share Certificates” ...... means the global share certificates representing the Company’s shares, which will be deposited with Clearstream Banking AG, Mergenthalerallee 61, 65760 Eschborn, Germany.

G-5 “Greenshoe Option” ...... means an option to acquire a number of shares in the Company equal to the number of Over-Allotment Shares at the Offer Price, less agreed commissions, granted by the Existing Shareholder to the Underwriters. “ground lease optimization capital expenditure” ...... means the capital expenditure on the ground lease optimization program. “ground lease expense” ...... means depreciation on the lease-related right of use assets and interest on lease liabilities. “Group” or “Vantage Towers Group” or “Vantage Towers” ...... except as otherwise indicated in this Prospectus, means: (i) in the case of statements or information in connection with the Audited Six-Month Condensed Combined Interim Financial Statements, the Combined Six-Month Group; (ii) in the case of statements or information in connection with the Unaudited Three-Month Condensed Combined Interim Financial Statements (as defined below), the combined group of entities and business activities comprising the Combined Six-Month Group as well as Vantage Towers Hungary (from November 1, 2020), Vantage Towers Romania (from November 13, 2020), CTHC (from December 17, 2020), Vantage Towers Greece (from December 22, 2020) and the 33.2% shareholding in INWIT (from November 19, 2020); and (iii) in the case of any other statements or information, including all statements made as of the date of this Prospectus, the Company, its consolidated subsidiaries, and its equity accounted investments in INWIT and Cornerstone. “GSMA 2019” ...... means a report prepared by the GSM Association titled “The Enablement Effect: The impact of mobile communications on carbon emission reductions” dated December 2019. “GSMA 2020” ...... means an article prepared by the GSM Association titled “COVID-19 Network Traffic Surge Isn’t Impacting Environment Confirm Telecom Operators” dated May 29, 2020. “Guyed Towers” ...... means lattice structures in an equilateral triangular pattern guyed typically with resistant steel guy wires at different levels. “HGB” ...... means the German Commercial Code (Handelsgesetzbuch). “IAS 34” ...... means IFRS on interim financial reporting. “IDW” ...... means the Institut der Wirtschaftsprüfer e. V. (Institute of Public Auditors in Germany). “IFRS” ...... means International Financial Reporting Standards including IAS and interpretations published by the International Accounting Standards Board (“IASB”), as adopted by the European Union and (Commission Regulation (EC) No. 1126/2008 of November 3, 2008, as amended) available at https://www.ifrs.org/issued-standards/. “Indemnification Agreement” ...... means the indemnification agreement with Vodafone Group Plc and the Existing Shareholder entered into by the Company on March 8, 2021.

G-6 “Indoor Small Cells” ...... means low-powered radio access nodes typically used to complement macro cells to provide indoor coverage and/or capacity, which are better suited to smaller or lower footfall venues. “Initial Term” ...... means the initial term of eight years until November 2028 of each Vodafone MSA. “INWIT” ...... means Infrastrutture Wireless Italiane SpA. “INWIT Board” ...... means the INWIT board of directors. “INWIT Shareholders” ...... means CTHC and Telecom Italia SPV. “INWIT Shareholders’ Agreement” . means the shareholders agreement between Telecom Italia and VEBV dated March 25, 2020 and as amended on April 22, 2020 and June 24, 2020, to which Telecom Italia SPV adhered on August 3, 2020 and CTHC adhered on November 19, 2020. “IoT” ...... means internet of things. “Irish Business Transfer” ...... means the transfer of Vodafone Ireland Limited’s towers business to Vantage Towers Limited by way of a business transfer agreement dated May 22, 2020 with effect from June 1, 2020. “ISAs” ...... means individual Site agreements. “ISIN” ...... means International Securities Identification Number. “Joint Bookrunners” ...... means Barclays Bank Ireland Plc, Joh. Berenberg, Gossler & Co. KG, BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, and Jefferies GmbH. “Joint Global Coordinators” ...... means BofA Securities Europe SA, Morgan Stanley Europe SE and UBS AG London Branch. “KPIs” ...... means key performance indicators. “KStG” ...... means the German Corporate Income Tax (Körperschaftsteuergesetz). “Legacy Sites” ...... means certain existing Sites listed in the Vodafone MSA on its effective date. “LEI” ...... means Legal Entity Identifier. “Long-Term Mobile Sites” ...... means transportable passive infrastructure units with a vertical element capable of hosting active equipment. These can be used by Vantage Towers to deliver a hosting service while a new Site is developed, or to provide a more long-term hosting solution. “Long-Term Services Agreements” . . means the long-term services agreements entered into between a Vodafone Operator and a local Group operating company in each of Germany, Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland. In the case of Greece, the long- term services are provided under the same services agreement as the transitional services. “LPWA” ...... means low power wide area. “M&A” ...... means mergers and acquisitions. “Macro Sites” ...... means the physical infrastructure, either ground-based or located on the top of a building, where communications equipment is placed to create a cell in a mobile network, including Streetworks and Long-Term Mobile Sites.

G-7 “maintenance capital expenditure” . . means capital expenditure required to maintain and continue the operation of the existing tower network and other Passive Infrastructure, excluding capital investment in new Sites or growth initiatives. “Management Board” ...... means the Company’s management board (Vorstand). “MAR” ...... means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse. “MBNL” ...... means Mobile Broadband Network Limited. “MCAs” ...... means multi-currency agreements. “MD” ...... means a managing director that heads a local Group operating company. “Micro Sites” ...... means DAS Sites, repeater Sites and Small Cell Sites. “MNO” ...... means mobile network operator. “Morgan Stanley” ...... means Morgan Stanley Europe SE, Große Gallusstraße 18, 60312 Frankfurt am Main, Germany, LEI: 54930056FHWP7GIWYY08. “MSA” ...... means master services agreement. “MSA Exit Allowance” ...... means that Vodafone Operator may, in each Contract Year, terminate up to 0.5% of the total number of Site agreements in effect at the beginning of that Contract Year. “MVNO” ...... means mobile virtual network operator. “Net Asset Value” ...... means the total assets less current liabilities and non-current liabilities as shown in the Unaudited Three-Month Condensed Combined Interim Financial Statements. “Net Financial Debt” ...... means long-term borrowings, short-term borrowings, borrowings from Vodafone Group companies and mark-to-market adjustments, less cash and cash equivalents and short-term investments and excluding lease liabilities. “Net Financial Debt to Adjusted EBITDAaL” ...... means Net Financial Debt divided by Adjusted EBITDAaL for a rolling 12-month period. “New FTT” ...... means the final proposal announced by the German Federal Finance Minister on December 9, 2019 for a Directive for a financial transaction tax implemented by way of the enhanced cooperation mechanism to nine other participating EU member states. “new Site capital expenditure” . . . . . means capital expenditure in connection with the construction of new BTS Sites. “NOC” ...... means network operations center. “Non-IFRS Measures” ...... means Adjusted EBITDA, Adjusted EBITDAaL, Adjusted EBITDAaL margin, Recurring Operating Free Cash Flow, Recurring Free Cash Flow, Free Cash Flow, Cash Conversion and Net Financial Debt, on a combined basis. “Non-MNO” ...... means other than mobile network operator. “NRAs” ...... means national regulatory authorities. “NSS” ...... means network stock solution. “O&M” ...... means operations and maintenance. “Ofcom” ...... means the Office of Communications, the national regulatory authority for communications in the United Kingdom.

G-8 “Offer Period” ...... means the period during which investors may submit purchase orders for the Offer Shares to commence on March 9, 2021, and to expire on March 17, 2021. “Offer Price” ...... means the placement price of the Offer Shares. “Offer Shares” ...... means together the Base Shares, the Additional Base Shares and the Over-Allotment Shares. “Offering” ...... means the offering of 124,444,444 ordinary registered shares of the Company with no par value (Namensaktien ohne Nennbetrag), each such share representing a notional value of EUR 1.00 in the Company’s share capital and full dividend rights in Euros as of April 1, 2020. “Omdia 2019-2024 Forecast” ...... means a report prepared by Omdia titled “Ovum Mobile Backhaul and Fronthaul Forecast: 2019–24” dated November 2019. “Omdia: Mobile Penetration” . . . . . means certain mobile penetration data prepared by Omdia dated October 2020. “Omdia: Mobile Subscribers” . . . . . means certain mobile subscriber data prepared by Omdia dated October 2020. “Original INWIT Board” ...... means the INWIT Board composed of 13 members, of which five were designated by Telecom Italia and five were designated by VEBV with effect from March 31, 2020. “other growth capital expenditure” . . means capital expenditure linked to initiatives to grow earnings, including, but not limited to, upgrade capital expenditure to enable non-Vodafone tenancies, efficiencies investments and DAS/indoor Small Cell roll out, as well as the residual portion of capital expenditure in connection with upgrades to existing Sites that is not recharged directly to tenants. “Over-Allotment” ...... means the allocation of Over-Allotment Shares as part of the allocation of the Offer Shares. “Over-Allotment Shares” ...... means 13,333,333 existing ordinary registered shares with no par value from the holdings of the Existing Shareholder in connection with a possible over-allotment. “Passive Energy” ...... means energy consumed by the Group’s own Passive Infrastructure. “Passive Infrastructure” ...... means an installation comprising a set of different elements located at a Site and used to provide support to the Active Equipment, including, amongst others, vertical support structures, including masts, towers, tower foundations, substructures and antenna supports (excluding bracketry), civil infrastructure (including steelworks) and related works, storage surfaces or shelters, access, surveillance and security systems, safety installations and protective devices. “passive sharing” ...... means MNOs’ sharing of Passive Infrastructure. “PB” ...... means petabyte. “Performance Period” ...... means a performance period of three years. “physical tenancy” ...... means the installation of Active Equipment on a Site. “PMA” ...... means portfolio management agreement. “PMA Equipment Services” ...... means the following services provided by Vantage Towers Czech Republic in respect of Passive Infrastructure located on the Czech Consent Required Sites: (i) space management, (ii) Site modifications, (iii) Site access management and O&M services, and (iv) EMF management (at Vodafone Czech Republic’s option).

G-9 “Policy Compliance Framework” . . . means Vodafone’s policy compliance framework. “PoP” ...... means point of presence. When they are hosted by Vantage Towers or another named tower company, the Group refers to PoPs as tenancies and except where otherwise noted, these are hosted on Macro Sites. “Portfolio Management Agreements” means the portfolio management agreements entered into in the Czech Republic and Romania, i.e., the Czech PMA and the Romanian PMA. “PPDR” ...... means public protection and disaster relief. “Price Range” ...... means the Price Range within which purchase orders may be placed per Offer Share. “Procurement Agreement Governance Body” ...... means Vodafone Group’s Supply Chain Management Board. “Procurement Agreements” ...... means the procurement agreements entered into between Group companies and the VPC. “Prospectus” ...... means this prospectus, dated March 8, 2021. “Prospectus Regulation” ...... means Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017. “put option” ...... means the option which requires the Company to acquire shares of the Company upon the exercise of the option. “QIBs” ...... means qualified institutional buyers as defined in Rule 144A. “RAN” ...... means radio access network. “recharged capital expenditure” . . . . means upgrade capital expenditure recharged to tenants. “recharged capital expenditure revenue” ...... means direct recharges to Vodafone of capital expenditure in connection with upgrades to existing Sites. “Recurring Free Cash Flow” ...... means Recurring Operating Free Cash Flow less tax paid and interest paid and adjusted for operating working capital. “Recurring Operating Free Cash Flow” ...... means Adjusted EBITDAaL plus depreciation on lease-related right of use assets and interest on lease liabilities, less cash lease costs and maintenance capital expenditure. On a pro forma basis cash lease costs are calculated based on the sum of depreciation on lease-related right of use assets and interest on lease liabilities that were incurred by the Group excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use asset on the sum of the associated depreciation on lease-related right of use assets and interest on lease liabilities, which have a non-cash impact in the respective period. “Regulation S” ...... means Regulation S under the Securities Act. “Relationship Agreement” ...... means the relationship agreement entered into by Company and Vodafone Group Plc that governs certain general principles regarding the future relationship and cooperation between the Company and Vodafone Group Plc. “Relevant State” ...... means each Member State of the European Economic Area and the United Kingdom. “Remedy Period” ...... means a six-month remedy period generally given to the Group company to fix breaches under the Vodafone MSA.

G-10 “Reorganization” ...... means the process by which the Vantage Towers Group was established. “Revolving Credit Facility” ...... means the EUR 300 million senior unsecured revolving credit facility entered into by the Company on February 12, 2021. “Rights and Financial Instruments” . means: (i) any share (including shares of different classes or shares with particular voting rights), any capital instrument, equity or financial instrument, warrant, option right, right of subscription or other financial instruments incorporating the right (also future and conditional) to subscribe, purchase, sell, any share or any of the above-mentioned financial instruments, even if not exercisable, and which has the effect of granting the right to contribute to the designation of the members of the management body; and (ii) any obligation, debt or other securities convertible into or exchangeable with the shares or other instruments referred to in (i) issued, convertible or non-convertible or exchangeable pursuant to (i), in any case issued from time to time by that person or any other right (contractual or statutory) in any of the foregoing. “Risk Management Framework” . . . means Vodafone’s risk management global framework. “Romania Registration Required Assets” ...... means the 1,257 GBTs, including 15 GBTs under construction, as of May 31, 2020 (the balance sheet cut-off date), used in connection with Vodafone Romania’s towers business that could not transfer to the Group in the first phase because they require registration with the local land registry before they can be legally transferred to a third-party, including to Vantage Towers Romania. “Romanian PMA” ...... means the portfolio management agreement in respect of the Romania Registration Required Sites between Vantage Towers Romania and Vodafone Romania dated November 16, 2020, and as amended on December 7, 2020. “RTT” ...... means rooftop tower. “Rule 144A” ...... means Rule 144A under the Securities Act. “SE” ...... means a European stock corporation (Societas Europaea). “Second Capital Increase” ...... means the further increase of the share capital from EUR 275,000,000 by EUR 189,504,358 to EUR 464,504,358 by issuing 189,504,358 new shares in the Company resolved by the shareholders’ meeting of the Company (named Vantage Towers GmbH at that time) on November 17, 2020. “Securities Act” ...... means the United States Securities Act of 1933. “Selected Towers Business Financial Information” ...... means certain unaudited selected financial information of the Towers Business for the twelve months ended March 31, 2018, March 31, 2019 and March 31, 2020. “Senior Facilities” ...... means the Term Loan Facility together with the Revolving Credit Facility. “Settlement Agreement” ...... means the refinancing of the shareholders’ loan from the settlement agreement dated January 7, 2021 between Cornerstone, Telefónica UK and Vodafone UK. “Site” ...... means the Passive Infrastructure on which Active Equipment is mounted as well as its physical location. “Small Cells” ...... means low-powered radio access nodes typically used to complement macro cells in areas of high traffic concentration, which have smaller cell radii than macro cells.

G-11 “SOX” ...... means the U.S. Sarbanes-Oxley Act of 2002. “Special Share” ...... means the new class of share issued by CTHC and held by VEBV. “SRN” ...... means shared rural network. “Stabilization Manager” ...... means Morgan Stanley Europe SE, Große Gallusstraße 18, 60312 Frankfurt am Main, Germany, LEI: 54930056FHWP7GIWYY08. “Stabilization Measures” ...... means over-allotments and stabilization measures taken by the Stabilization Manager, in accordance with article 5 paras. 4 and 5 of the MAR in conjunction with articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016, to provide support for the market price of the Company’s shares, thus alleviating sales pressure generated by short-term investors and maintaining an orderly market in the Company’s shares. “Stabilization Period” ...... means the period from the date the Company’s shares commence trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) ending no later than 30 calendar days thereafter. “Strategic Site” ...... means a Site that is of strategic importance to a Vodafone Operator from a network management perspective. “Streetworks” ...... means compact and visually discreet monopole masts that are used to provide infill coverage, increased capacity or general coverage in urban areas as an alternative to RTTs. “Subsequent Change of Control” . . . means if a competitor of Vodafone acquires control of the Vantage Towers Group company that is party to the agreement in a transaction that, other than in Greece, takes place after Vodafone Group Plc has itself given up control of the subject Group company in a previous transaction. “Supervisory Board” ...... means the Company’s supervisory board (Aufsichtsrat). “Support Agreements” ...... means the support agreements between Group companies and Vodafone Group Services Limited. “Telecom Italia” ...... means Telecom Italia SpA. “Telecom Italia SPV” ...... means Daphne 3 SpA. “Telefónica UK” ...... means Telefónica UK Limited. “tenancies” ...... means customer points of presence hosted on Macro Sites unless otherwise noted, including physical tenancies and active sharing tenancies. “tenancy ratio” ...... means the total number of tenancies (including physical tenancies and active sharing tenancies) on the Group’s Macro Sites divided by the total number of Macro Sites. Therefore, the Group’s tenancy ratio counts two tenancies where the physical tenant (Vodafone or another MNO) is actively sharing on a Macro Site. “tenants” ...... means customers. “Term Loan Facility” ...... means the EUR 2.4 billion senior unsecured term loan facility entered into by the Company on February 12, 2021. “TETRA” ...... means terrestrial trunked radio.

G-12 “Third Capital Increase” ...... means the further increase of the share capital from EUR 464,504,358 by EUR 41,277,907 to EUR 505,782,265 by issuing 41,277,907 new shares in the Company resolved by the shareholders’ meeting of the Company (named Vantage Towers GmbH at that time) on January 7, 2021. “TIMS” ...... means Tower Information Management System. “Towers Business” ...... means the business carried out by Vodafone’s European tower infrastructure assets in Germany, Spain, Portugal, Romania, the Czech Republic, Hungary and Ireland. “TowerXchange Europe Report 2019” means a report prepared by TowerXchange titled “TowerXchange Europe report 2019” dated 2019. “TowerXchange Report 2020” . . . . . means a report prepared by TowerXchange titled “TowerXchange Issue 29” dated July 2020. “Transitional Services Agreements” . means the transitional services agreements entered into between the Vodafone Operator and the local Group operating company in each of Germany, Spain, Portugal, Romania, Hungary and Ireland. In the case of Greece, the transitional services are provided under the same services agreement as the long-term services. “TSR” ...... means total shareholder returns. “UBS” ...... means UBS AG London Branch, 5 Broadgate, London EC2M 2QS, United Kingdom, LEI: BFM8T61CT2L1QCEMIK50. “UmwG” ...... means the German Transformation Act (Umwandlungsgesetz). “Unaudited Pro Forma Financial Information” ...... means the unaudited selected financial information of the Towers Business for the twelve months ended March 31, 2020 as if the Reorganization had occurred on April 1, 2019 for purposes of the pro forma consolidated income statements of the Group for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, or on December 31, 2020 for the pro forma consolidated statement of financial position of the Group as of December 31, 2020. “Unaudited Three-Month Condensed Combined Interim Financial Statements” ...... means the unaudited condensed combined interim financial statements of the Group prepared as of and for the three months ended December 31, 2020 prepared in accordance with IAS 34. “Underwriters” ...... means the Joint Global Coordinators together with the Joint Bookrunners. “Underwriting Agreement” ...... means the Underwriting Agreement between the Company, the Existing Shareholder and the Underwriters dated March 8, 2021. “United States” or “U.S.” ...... means the United States of America. “upgrade capital expenditure” . . . . . means capital expenditure in connection with upgrades to existing Sites. “Upsize Option” ...... means the full exercise of the upsize option. “Vantage Towers” ...... see definition of “Group.” “Vantage Towers Czech Republic” . . means Vantage Towers sro. “Vantage Towers Czech Republic 2” . means Vantage Towers 2 sro. “Vantage Towers Greece” ...... means Vantage Towers SA.

G-13 “Vantage Towers Greece Call Option” means the call option granted by Crystal Almond to VEBV under the terms of a share purchase agreement dated December 21, 2020 to acquire the remaining 38% of Vantage Towers Greece from Crystal Almond for EUR 287,500,000 in cash, expiring on December 31, 2021. “Vantage Towers Group” ...... see definition of “Group.” “Vantage Towers Hungary” ...... means Vantage Towers Zrt. “Vantage Towers Ireland” ...... means Vantage Towers Limited. “Vantage Towers Portugal” ...... means Vodafone Towers Portugal SA. “Vantage Towers Romania” ...... means Vantage Towers SRL. “Vantage Towers Spain” ...... means Vantage Towers, SL. “VEBV” ...... means Vodafone Europe BV. “VGSL” ...... means Vodafone Group Services Limited. “VHESL” ...... means Vodafone Holdings Europe SL. “Victus” ...... means Victus Networks SA. “VIHBV” ...... means Vodafone International Holdings BV. “Vodafone” ...... means Vodafone Group Plc together with its consolidated subsidiaries. “Vodafone BTS Commitment” . . . . . means Vodafone’s commitment to contract for the construction of approximately 6,850 new BTS Sites across the Group’s markets between April 1, 2021 and March 31, 2026, except in Greece where the commitment is to contract for the construction of 250 new BTS Sites between November 17, 2020 and November 16, 2025. “Vodafone Contracts” ...... means the Vodafone MSAs, Transitional Services Agreements and Long-Term Services Agreements entered into with a corresponding local Vodafone operating company. “Vodafone Czech Republic” ...... means Vodafone Czech Republic as. “Vodafone Germany” ...... means Vodafone GmbH. “Vodafone Germany MCA” ...... means the multi-currency agreement with Vodafone Germany. “Vodafone Greek TowerCo” ...... means Vodafone Greece Towers SA. “Vodafone Group” ...... means Vodafone Group Plc, a public limited company incorporated in England and Wales, and its consolidated subsidiaries. “Vodafone Hungary” ...... means Vodafone Magyarország Távközlési Zrt. “Vodafone Investments Loan” . . . . . means the EUR 2,290,000,000 loan drawn by the Company under the EUR 3 billion loan facility agreement entered into by the Company with Vodafone Investments on November 20, 2020. “Vodafone Ireland” ...... means Vodafone Ireland Limited. “Vodafone Italy” ...... means Vodafone Italia SpA. “Vodafone MSAs” ...... means the MSAs entered into between members of the Vodafone Group and members of the Group in each of the Group’s markets. “Vodafone MSA Services” ...... means: (i) hosting services; (ii) energy services; (iii) Site modification services; (iv) BTS services; (v) Site access and O&M services; and (vi) EMF services (other than in Greece), which the Group companies provide the Vodafone Operators with pursuant to the Vodafone MSAs.

G-14 “Vodafone Operator” ...... means a local Vodafone operating company. “Vodafone Portugal” ...... means Vodafone Portugal—Comunicações Pessoais, SA. “Vodafone Romania” ...... means Vodafone Romania SA. “Vodafone Spain” ...... means Vodafone España, SAU. “Vodafone UK” ...... means Vodafone Limited. “VPC” ...... means Vodafone Procurement Company Sàrl. “VPC Deliverable” ...... means any product, third-party service, system or material supplied, created or performed by the VPC or otherwise agreed that are included in the VPC price book and offered by the VPC on the standard model to the Group company. “VSSB” ...... means Vodafone Shared Services Budapest Private Limited Company. “VSSB MCAs” ...... means multi-currency agreements with VSSB. “Wind Hellas” ...... means Wind Hellas Telecommunications SA. “Wind Hellas Greek TowerCo” . . . . means Crystal Almond Towers Single Member SA. “WKN” ...... means the German Securities Code (Wertpapierkennnummer). “WpHG” ...... means the German Securities Trading Act (Wertpapierhandelsgesetz). “WpÜG” ...... means the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

G-15 27 RECENT DEVELOPMENTS AND OUTLOOK 27.1 Recent Developments On January 7, 2021, the shareholders’ meeting of the Company (named Vantage Towers GmbH at that time) resolved to further increase the share capital by issuing 41,277,907 new shares in the Company. The capital increase was carried out by the payment of cash by Vodafone Germany to the Company in consideration for Vodafone Germany receiving 41,277,907 new shares in the Company. The consummation of the capital increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Düsseldorf, Germany on January 14, 2021. On January 11, 2021, the Company acquired loan note agreements from Vodafone Greek TowerCo, Wind Hellas Greek TowerCo and Vantage Towers Czech Republic, as respective borrowers. On January 14, 2021, CTHC acquired Vodafone UK’s 50% shareholding in Cornerstone by way of a share purchase agreement dated January 6, 2021. At this time, the process by which Vantage Towers was established was completed. In order to finalize the Reorganization process, on January 18, 2021, the Company’s shareholders’ meeting resolved to change the Company’s legal form from a German limited liability company (Gesellschaft mit beschränkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name “Vantage Towers AG” pursuant to the German Transformation Act (Umwandlungsgesetz). The changes in legal form and legal name were registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany on January 26, 2021. On February 12, 2021, the Company entered into (i) a EUR 2.4 billion senior unsecured term loan facility, and (ii) a EUR 300 million senior unsecured revolving credit facility. See “16.21.4 Senior Facilities” for more information. As of the date of this Prospectus, the Senior Facilities were undrawn. On February 24, 2021, the Vantage Towers Greece Call Option was triggered by the publication of the “Intention to Float” announcement in respect of Vantage Towers AG. CTHC is expected to acquire the remaining 38% of Vantage Towers Greece for consideration of EUR 288 million and any adjustment required as a result of the standard closing mechanism seven calendar days after the Admission.

27.2 Outlook 27.2.1 Consolidated Markets The Group’s performance during the twelve months ending March 31, 2021 is expected to be in line with expectations and driven primarily by growth in tenancies and Macro Sites. The Company expects growth to begin to increase as the Vodafone BTS Commitment program and the Group’s other BTS commitments build to run-rate and new tenancies begin to contribute to its performance. Following positive results from its initial pilot programs, the Group’s ground lease optimization program to reduce costs has also begun in six countries. While the Group’s margins are stable and in line with expectations, they are expected to improve through the program, although it is not expected to have a meaningful impact on margins during the twelve months ending March 31, 2021 or 2022. For more information, see “13.6 Key Factors Affecting the Group’s Results of Operations.” For the twelve months ending March 31, 2021, the Company expects that pro forma revenue (excluding recharged capital expenditure revenue) would have been in the range of EUR 955 million to EUR 970 million if the Reorganization had completed as of April 1, 2019. During this period, the Group is targeting an average tenancy ratio of approximately 1.38x across the Vantage Towers Consolidated Markets. In the medium term, the Company expects revenue (excluding recharged capital expenditure revenue) to grow at a mid-single digit compound annual growth rate. In the medium term, the Group is targeting a tenancy ratio in excess of 1.50x. The Company expects that pro forma Adjusted EBITDAaL for the twelve months ending March 31, 2021 would have been between EUR 520 million and EUR 530 million if the Reorganization had completed as of April 1, 2019. The Group’s deployment of committed new BTS Sites and addition of new tenancies are expected to have a meaningful impact on Adjusted EBITDAaL margins from the twelve months ending March 31, 2023. In the medium term, the Company expects to achieve an Adjusted EBITDAaL margin in the high fifty percentages, accounting for the fact that certain of its costs, such as new Site operating costs, incremental support costs for current BTS commitments and the renegotiation of certain maintenance contracts, are expected to increase at rates above those in the past and/or above the rate of inflation. New BTS Sites committed by Vodafone between the twelve months ending March 31, 2022 and March 31, 2026 are expected

R-1 to contribute run-rate incremental Adjusted EBITDAaL of approximately EUR 130 million by March 31, 2027 with new Site capital expenditure of approximately EUR 1 billion. The Company expects pro forma Recurring Free Cash Flow would have been between EUR 375 million and EUR 385 million for the twelve months ending March 31, 2021 if the Reorganization had completed as of April 1, 2019. In the medium term, the Company expects Recurring Free Cash Flow to grow at a mid- to high- single-digit compound annual growth rate. For the twelve months ending March 31, 2021, the Company intends to declare an annual dividend of EUR 280 million (including 60% of INWIT’s declared dividend for its fiscal year ended December 31, 2020), which it intends to pay in July 2021. Going forward, the Company intends to pay an ordinary dividend based on 60% of the sum of Recurring Free Cash Flow and dividends received from INWIT and Cornerstone, subject to the availability of distributable profit (Bilanzgewinn) and legal restrictions with respect to the distribution of profits and available funds. The Company is targeting Net Financial Debt of approximately EUR 2.1 billion and a Net Financial Debt to Adjusted EBITDAaL ratio of 4.0x as of March 31, 2021. Over the medium term, the Company is aiming to maintain a 4.0x Net Financial Debt to Adjusted EBITDAaL ratio. Assuming the capacity to invest in organic growth beyond the business plan and/or strategic M&A up to a Net Financial Debt to Adjusted EBITDAaL ratio of 5.5x, the Group has EUR 1 billion of leverage capacity with additional meaningful financing capacity from potential future equity issuances. The Group will retain the flexibility to exceed this ratio for disciplined capital investment. For guidance on the Group’s planned and future capital expenditure, see “13.9.3.2 Ongoing and Planned Capital Expenditure” above. By March 31, 2021, the Company expects its operational working capital to normalize following the completion of the Reorganization and the Vodafone MSAs coming into full operation. Over the medium term, the Company expects that its operational working capital will average approximately 12% to 15% of revenue (excluding recharged capital expenditure revenue). The Company also expects movements in net working capital to average single digit Euro million annual outflows over the medium term. In the near term, the Company’s non-operational working capital movements are expected to have a net positive impact on Free Cash Flow as new Site capital expenditure related to the Group’s BTS commitments increases. Over the medium term, the Company expects its non-operational working capital to vary due to the impact of growth capital expenditures. In setting its forecast for the twelve months ending March 31, 2021, and its medium-term targets, the Company has assumed, among other things, that: • Global economic conditions are broadly consistent with those experienced during the twelve months ended March 31, 2020. • There will be no material changes in the legal and regulatory framework or regulatory actions to which the Group is or may become subject, including EU, national, state and local law and regulation governing telecommunications and the construction and operation of telecommunications Sites, including spectrum obligations. Further, the Company assumes no significant adverse effects resulting from political, legislative and other regulatory matters, including Brexit. The Company also assumes that inflation will not exceed the cap on inflation-linked revenue in the Vodafone MSAs and some of its other customer contracts. • Vodafone will fulfill its obligations and service provisions under the Vodafone MSAs, Long-Term Services Agreements and Support Agreements and that there are no terminations of any of these agreements. The Company assumes that the services provided under the Long-Term Services Agreements will be provided at rates calculated according to charging principles based on cost plus a mark-up in line with the Organization for Economic Co-operation and Development transfer pricing guidelines for multinational enterprises and tax administrations. It further assumes that charges under the Support Agreements will be calculated based on the allocation of costs between service recipient entities. • The Group is able to obtain financing for its capital expenditure at rates comparable to those that it can currently access. • There will not be any material changes to the Group’s ground lease cost base as a result of significant changes in the competitive or legislative landscape, which result in material changes to the way in

R-2 which the Group is able to secure its ground leases, non-renewal or renewal on commercially unattractive terms of its ground leases, or as a result of general disputes with landowners. • The Group implements its cost efficiencies in line with its strategy. See “16.3 Strategy.” • The roll out of the Group’s tower deployment and decommissioning plans will proceed as described in this Prospectus. The Company further assumes that revenues will be recognized in line with MSA and MNO contract rates and the Relationship Agreement will not be terminated for any reason. • There are no any significant additional assets, entities or equity investments incorporated into the Group subsequent to the Reorganization, nor that there are any divestments from the Group. • The Group’s separation from Vodafone and its establishment as a new stand-alone mobile telecommunications tower infrastructure operator will proceed as planned, with no significant operational disruption caused to the underlying business of the Group. The Company’s forecasts for the twelve months ending March 31, 2021 and medium term guidance included above do not include the equity investment in Cornerstone.

27.2.2 Cornerstone In the medium term, Cornerstone is targeting a revenue (excluding business rates and recharged capital expenditure revenue) compound annual growth rate in the low single digits and a Recurring Free Cash Flow compound annual growth rate in the mid-single digits. The key near-term driver is new committed passive tenancies and new build Macro Sites for Vodafone UK and Telefónica UK, on which Cornerstone is expected to invest approximately GBP 130 million through the 12 months ending March 31, 2025. This program is expected to generate GBP 17.5 million of Adjusted EBITDAaL by the twelve months ending March 31, 2026. The revenue outlook also includes a small negative impact from the ECC discount mechanism in the MSA. The Company believes that incremental passive tenancies and the BTS commitment will drive Cornerstone’s Adjusted EBITDAaL margin in the near term, and that the impact of the ECC and new third- party colocations will drive margins in the medium to long term. However, Cornerstone’s medium-term outlook does not assume a material contribution from the impact of the ECC. Over the medium term the Company estimates that Cornerstone will incur approximately GBP 10 million of capital expenditure on one-off set-up costs and efficiency investments, approximately GBP 10 million to GBP 20 million of recharged capital expenditure per year, and approximately GBP 10 million to GBP 20 million per year in other capital expenditure. The Company and Telefónica UK intend to maintain a leverage ratio of between 3.0x and 4.0x Net Financial Debt to Adjusted EBITDAaL and to refinance existing loans with third-party financial debt. It is expected that Cornerstone’s leverage ratio will increase to the midpoint of this range as working capital normalizes. Cornerstone will maintain this level of leverage with a dividend policy of distributing all excess cash and making additional distributions from time to time in order to maintain leverage (subject to not exceeding the target leverage). The Company expects dividends to increase over time to approximately 80% of Recurring Free Cash Flow.

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