Scope for substantial growth of the European tower sector. 6 . 36% 42%of telecom towers 2016. 2019. Penetration of commercial TowerCos and mobile network
Vantage Towers Market drivers and commercial strategy Sonia Hernandez, Chief Commercial Officer 17th November 2020 Market drivers and commercial strategy 2 Agenda 1 Introduction and key investment highlights 2 Portfolio overview 3 Contracts, organisation and operations 4 ESG 5 Market drivers and commercial strategy 6 Understanding our financials and growth drivers Conclusion and Q&A 3 Market drivers and commercial strategy | Highlights Clear and predictable drivers of data usage, 5G roll-out and coverage obligations result in attractive 1 demand growth. Germany is at the heart of this growth Creation of Vantage Towers driving a switch in mindset: commercially-driven business with the right 2 incentive structures and a clear expansion strategy 3 Strong platform for sustainable growth, having already secured significant future demand Well positioned to capture further tenancies in our footprint, leveraging the quality of our 4 infrastructure, and anticipating our customers' needs with geolocation tools and market intelligence 5 We will expand our service portfolio to become a 5G "superhost" and a key enabler of digital Europe 4 Market backdrop 5 Scope for substantial growth of the European tower sector Europe Penetration of commercial TowerCos and mobile network operator-led InfraCos (based on number of sites) Commercialisation of telecom towers 36% 42% US Penetration of commercial TowerCos in the US (based on number of sites) 80% 90% 59% 51% 2016 2019 2001 2005 2016 1 2019 ~1.5x Tenancy ratio 2 Significant headroom for growth >2.0x3 Stable US provides a roadmap for sector development in Europe, with scaled platforms well positioned to benefit With the roll-out of each new generation of mobile technology, users have consumed more data TowerCos are the infrastructure that holds the key to unlocking Europe's digital future Source Company information, TowerXchange, broker research Notes 1 Q2 FY16 2 Based on Cellnex, INWIT and Vantage Towers as of 30-Sep-20 3 As of 2019; based on US TowerCos generally per broker estimates 6 Our markets | Large and attractive markets Country Germany Spain Italy Greece Other markets1 Operating in some of Europe's largest markets Sovereign debt rating (Moody's / S&P) Aaa / AAA Baa1 / A Baa3 / BBB Ba3 / BB- Baa1 / A- Number of mobile network operators 42 4 4 3 3-4 4G LTE coverage3 94% 98% 97% 97% 93% Large telecom markets with 3-4 operators in each of our markets LTE coverage improvement potential in some of our markets underpins demand for tenancies to meet coverage obligations 5G auctions completed4 5 (Jun-19) (Oct-18) Rapidly growing data consumption in all of our markets coupled with 2019-24 data usage CAGR 43% 30% 49% 41% 32% high-band 5G network roll-outs drive tenancy demand and need for Completed densification Source Company information, Moody's, S&P, Analysys Mason, 5G Observatory, press Partial Notes Planned 1 Average of Portugal, Ireland, Czech Republic, Hungary and Romania 2 Includes 1&1 Drillisch 3 Germany, Spain and Other markets based on population coverage; Italy and Greece based on household coverage; Digi excluded from Hungary in Other markets 4 Germany: completed auctions in the 2.1GHz and 3.6GHz bands; consultations on 26GHz spectrum auction underway. Italy: completed auctions in the 700MHz, 3.7GHz and 26GHz bands; Hungary: completed auctions in the 700MHz, 2.1GHz and 3.6GHz bands 5 Completed / partial auctions / auctions underway: Hungary, Ireland, Czechia, Romania 7 Strong data usage | Driving further densification requirements Anticipated strong growth in data usage... 000s of PB / year, Europe1,2 194 161 131 103 81 61 42 10 17 28 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 ...driven by ever-growing adoption of internet based applications... EB / month 124.73 ...will require additional sites to densify networks Existing network cells have a capacity limit, even with improved technology Effective size of cells decreases as usage increases 0.09 2010 total 1.96 Audio 2.36 12.86 Web browsing Social networks 2025 Source Analysys Mason, Ericsson Mobility Report, Company information Notes 1 Western, Central and Eastern European data usage 2 FY refers to fiscal year ending 31-Mar Video Existing cell To ensure consistent coverage and meet rising demand, new sites macro or small cells will be needed New cell Existing site New site 8 Accelerating 5G presence | Generating long-term growth Accelerating 5G presence % 5G share of mobile connections1,2 42% Supportive government initiatives Higher use of data during COVID-19 pandemic has prompted governments worldwide to take new measures to cater to customer demand: 30% 19% 2% 2020 9% 2021 2022 2023 2024 5G densification requirements expected to drive growth in demand for towers in the long term European Commission proposed to create the Next Generation EU recovery fund of 750bn to invest in EU's digital transition (more and better connectivity driven by rapid deployment of 5G networks) Individual European countries are providing ad-hoc funding to accelerate 5G network rollout (e.g. funds to support 5G network expansion in Germany as part of 130bn stimulus package) Source Analysys Mason Notes 1 Western European % 5G share of mobile connections 2 FY refers to fiscal year ending 31-Mar 9 Coverage obligations | Driving near-term growth ~36k incremental PoPs required by FY25 across our markets, growing to ~53k by FY30 Europe: incremental PoPs from coverage obligations ('000s)1,2 Operator coverage obligations4 53 +4 +2 +11 36 +9 +4 +24 6k new rural sites MNOs to collectively reach coverage of 99.4% of the population within 4.5 years5 MNOs must meet 10 out of 39 obligations from 5 case groups 90% of population coverage within 6 years 95% population coverage of specified white spots by 2023 85% population coverage by 2023 and 95% by 2025 on 700MHz Other FY2025 markets³ Announced Expected Other FY2030 markets³ Expected post auction Proposed obligation Source Analysys Mason; 5G Observatory, press, company press releases Obligations confirmed Notes 1 Based on Analysys Mason PoPs forecast for all markets, including new entrants, where Vantage Towers is present (excluding Italy and the UK) 2 FY refers to fiscal year ending 31-Mar 3 Greece, Portugal, Ireland, Czech Republic, Hungary and Romania 4 List of coverage obligations not exhaustive, actual coverage obligations can vary significantly from industry expectations which in-turn significantly impacts estimated PoPs 5 Mobile network operators to reach 5G service coverage of 80% of the population within 3 years (4 years for new entrants) from the availability of the spectrum Obligations expected 10 5G densification | Required to unleash high-band spectrum potential As 5G spectrum auctions are completed and MNOs begin roll-out of shorter wavelength, high band spectrum , a significant increase in sites/PoPs will be required to support ultra-fast, highly reliable 5G applications Auctioned already Auctions scheduled for 2020/21 3.4 3.6GHz Across Europe, high-band spectrum recently awarded or will be in 2020/21 3.6 3.8GHz >24GHz Source Company information, 5G Observatory, press Short cell radius associated with high-band spectrum generates a need for an increased number of new sites 5G use cases based on ultrareliable low-latency communication (e.g. factory automation, smart grid) and massive machine-type communication (e.g. smart logistics, connected cities) will drive long term demand for high band spectrum, which drives densification 11 Together driving sustained, ongoing growth in tenancies Coverage requirements and densification needs to support rapid data growth forecast to drive a significant growth in tenancies across Europe Europe PoPs forecast (`000s)1,2 FY20-30 growth: +41% Significant growth driven by coverage obligations from FY20-25 as MNOs seek to meet population/area requirements 9 6 311 17 15 36 7 278 Rapidly-growing data usage driving need for densification to ensure consistent coverage 221 +26% +12% Source Analysys Mason Notes 1 Based on Analysys Mason PoPs forecast for all markets, including new entrants, where Vantage Towers is present (excluding Italy) 2 FY refers to fiscal year ending 31-Mar Potential new entrants following recent and future spectrum auctions Vantage Towers has relationships with all key mobile network operators and a strategically located portfolio, well positioned to capture expected growth - also developing relationships with non-MNO customers 12 Commercial strategy 13 Commercial strategy | Shift to a proactive approach Shift from reacting to our competitors' requests to identifying and anticipating our customers' needs Before: Reactive response to competitor site requests Competitors Now: Proactive identification of customer site requirements Customers - Reactive bilateral deals, often with a barter component - No designated commercial team to drive lease-up - Reaction to incoming requests for tenancies on a "best efforts" basis, but limited incentive to accommodate Source Company information - Independent Tower Company, incentivised to drive tenancies beyond Vodafone - Strong, dedicated commercial team - engaging with counterparties since May - Proactive identification of customer site requirements using geo-analysis and market intelligence - Clear strategy to drive tenancy and deliver growth 14 Our commercial setup | Fit-for-purpose, with a clear growth focus Sales experts in each of our local markets are responsible for building a strong pipeline of opportunities with both existing and new customers Local teams Local Sales Hunting Expanding 14 FTEs Local Sales Farming Upselling Dedicated sales executives with extensive knowledge and experience of the markets in which they operate Commercial team incentivisation linked to performance against the business plan Supported by a lean, central team that is responsible for... Central team 1 Commercial strategy Growing 2 Business development Developing 3 Product development Transforming 4 Marketing Communicating 12 FTEs Boosted by our own CRM tool to facilitate the tracking of the evolving and growing pipeline of opportunities Empowered to sell by 4 centrally-led, key strategic objectives that promote business expansion 15 Source Company information Commercial strategy | In practice Our customers are actively engaging with us and reacting positively to our new commercial set-up A MNO customers B Non-MNO customers Focused relationship management >30 Local operators across our markets Existing relationships ~400 Relationships with non-MNO customers Commercial initiatives Proactively engaging, strengthening relationships and anticipating demand Commercial initiatives Exploring opportunities such as local operators associations (e.g. AOTEC) to increase customer base Pipeline1 Multiple times greater than required for mid-term target Current developments PPDR tender offer submitted in Junta de Andalucía in Spain, alongside Vodafone and Minsait Source Company information Note 16 1 Opportunities the Company has identified, including current negotiations and future opportunities Country deep dives 17 Growth roadmap | A phased approach to growing value Expanding our portfolio offering so as to become one of Europe's 5G "superhosts" and a leading digital enabler Focus Digital future 5G super host FTTS Edge data centres Outdoor small cells IoT Monetisation & efficiency MNO coverage and densification needs DAS / indoor small cells Non-MNO customers Regional rural networks REALISE Reflects the illustrative potential of market opportunity Source Company information EXPAND Smart cities EVOLVE Phases 18 Market tenancies | Germany at the heart of our growth Coverage obligations and densification needs forecast to drive significant growth in tenancies across our markets ~90k growth in market tenancies across our markets (`000s)1 Highlights CAGR: 3.5% 22 311 57 12 221 FY20 Vantage Towers current footprint market share: 28%2 Other3 FY30 Attractive market growth in our footprint - ~90k incremental tenancies expected over the next 10 years Germany is the largest opportunity, mainly driven by coverage obligations, densification and new entrant - 63% of incremental tenancies Spain is projected to grow at ~2% CAGR and other markets at >2.5% CAGR over the next 10 years, mainly driven by coverage obligations and densification needs Coverage Densification Other Source Analysys Mason Notes 1 Based on Analysys Mason PoPs forecast for all markets where Vantage Towers is present (excluding Italy) 2 Market share based on Vantage Towers' tenancies in respect to total tenancies/PoPs in the markets where they operate as of the latest company information and 2020 Analysys Mason data 19 3 Includes Greece, and Other European Markets Data-driven planning approach | In-depth analysis to assess future growth Using geo-analysis of our sites and those of our competitors, MNO traffic forecasts, and spectrum obligations to forecast the demand for new sites and colocations on Vantage Towers' portfolio Illustrative examples Key drivers underpinning our assessment Co-tenancy attractiveness Densification needs Coverage obligations Sites deemed attractive when beyond our competitors' reach `Hot' and `Warm' PoPs in Hamburg To rapidly meet growing traffic demand Source Company information, Analysys Mason Coverage of national roads and motorways in Spain To fulfil current and expected spectrum obligations Vantage Towers Competing site Threshold 20 Germany | Strong #2 player well positioned to capture new demand #2 tower operator in Germany1 Attractive mobile market with a new entrant expected to drive significant co-location demand Tenancy ratio2 1.5x 1.2x 1.2x n.a. n.a. Share of total 36% 34% 23% 8% subscribers3 Market share1 43% 29% 19% 6% 3% Subs/PoPs3 ('000) 1.4 1.7 1.2 n.a. Towers ('000)1 28.0 19.1 Mobile network operator subscribers3 (m) 46 44 30 10 12.5 Deutsche Telefónica 1&1 Drillisch Telekom Deutsche Telekom GD Towers Telxius 3.9 2.2 O2 American Tower 4 player market with 1&1 as a new entrant - 1&1 potential to roll-out ~15k PoPs over the next 15 years (source: Analysys Mason) 4G population coverage of 94% vs. Government target of 98% coverage nationwide by 2020 - Resulting in coverage obligations driving demand for additional tenancies Source Company information, TowerXchange, Fitch Solutions, Analysys Mason and Bundesnetzagentur Notes 1 Based on number of sites; data as of 30-Sep-20 for Vantage Towers, latest available for other operators from TowerXchange 2 GD Towers as of disclosure in Deutsche Telekom 2018 CMD, Vantage Towers as of 30-Sep-20 21 3 Data from Fitch Solutions as of latest available (2019) for DT and Telefonica and for 1&1 from H120 public reporting; number of PoPs as of 2020 Analysys Mason data Germany | 57k new market tenancies expected over the next 10 years Coverage obligations, densification needs and new entrant expected to drive new demand Market tenancies evolution in Germany (`000)1 CAGR 5.4% 10 139 12 35 82 CAGR 20-25 7.5% 61% 21% 18% FY20 Coverage New entrant Densification FY30 FY20-25 FY25-30 Source Analysys Mason Note 1 Based on Analysys Mason PoPs forecast for Germany % of incremental tenancies Key highlights for Vantage Towers Significant growth already contracted Preferred supplier to Vodafone, positioning Vantage Towers strongly to capture new sites demand above initial upfront commitment of ~5,500 sites Attractively located sites for new tenants Low tenancy ratio providing lease-up potential Potential for further upside to be unlocked on rooftop sites 22 Germany | Significant growth already contracted Vantage Towers has already secured 9.5k tenancies from white spots coverage and new macro site commitments FY20-30 market opportunity Market tenancies ('000)1 57 A B C Uncontracted ~31 Contracted and white spot tenancies (~22k) A +18k tenancies from white spots2 · 6k new macro sites for rural coverage · 3 tenants on each macro site Vantage Towers share Telefónica Telekom 33% B +3.5k committed new macro sites (2022-26, excl. white spots) 100% 9.5k contracted and white spot tenancies C +0.4k commitments to other 0% Grey spots sharing TowerCos3 4 agreements3 Source Company information, Analysys Mason Notes 1 Based on Analysys Mason PoPs forecast for Germany 2 Agreement between Vodafone, Deutsche Telekom and Telefonica Deutschland not yet finalised. Subject to change but new sites commitment confirmed by Vodafone 3 50% on Vantage Towers footprint but not counted towards tenancy ratio as non-revenue generating. Subject to competition approvals 23 4 Telefonica commitment to Telxius, excl. white spots Germany | Well positioned to capture uncontracted tenancies Portfolio representing 29% of German towers positions Vantage Towers strongly to compete for >30k uncontracted tenancies FY20-30 market opportunity Market tenancies ('000)1 Uncontracted tenancies (~31k) 57 Contracted and white spot tenancies ~22 A ~19k expected densification and coverage obligations - ~11k tenancies expected from potential future coverage obligations such as railways and roads - ~8k tenancies expected for MNOs' Coverage and densification needs A densification needs (~19k) B New entrant roll-out driven by coverage 1&1 B Drillisch (~12k) requirements - ~12k 1&1 potential PoPs to be rolled out by FY30 (source: Analysys Grey spots sharing 4 agreements2 Mason) Source Company information, Analysys Mason Notes 1 Based on Analysys Mason PoP forecasts 2 50% on Vantage Towers footprint but not counted towards tenancy ratio as non-revenue generating 3 Management view Our market share and commercial focus position us to compete for a significant portion of uncontracted tenancies3 24 Germany | Attractive portfolio characteristics Well balanced portfolio with significant co-location upside on rooftops Vantage Towers' macro sites by geo-type1 Rural 53% Urban 32% Tenancy % of ratio1 portfolio1 GBT 1.8x 23% Sub-urban 15% RTT 1.0x 77% Attractively located sites underpins co-location potential Number of macro sites without a nearby competitor ('000)2,3 Share of 55% total by geo-type 3.6 20% 36% 3.5 0.6 >150m (urban) >600m (sub-urban) >1km (rural) Lower tenancy ratios on rooftop towers 55% of macro sites in urban areas do not have a competing tower within 150m, with high share of macro sites in strategic locations which are particularly attractive for new entrants and densification needs Attractively located sites with 47% of macro sites in urban and suburban areas, well positioned to capture demand from densification Over one third of rural macro sites with no alternative infrastructure within 1km, well positioned to capture demand from coverage requirements Source Company information, Analysys Mason Notes 1 As of 30-Sep-20 2 As of 2020 from Analysys Mason data (produced by Analysys Mason based on company data, conclusions formed by the company) 25 3 Urban is >100k inhabitants, Suburban <35k and >100k inhabitants, Rural is <35k inhabitants Germany | Driving rooftop tenancies lease-up Significant upside from sharing of rooftops, many of which are well located to address densification needs Historical barriers to entry under Vodafone ownership Strategic Strategic locations viewed as a source of competitive advantage Status under Vantage Towers Majority of portfolio with lease-up potential under Vodafone MSAs Cost / time effective vs building a new site Potential to share on a large portion of our portfolio1 Not allowed 20% Allowed 13% Contractual Contractual limitations on subletting Technical Limited physical, structural and EMF capacity Secure rights through lease optimisation programme (renegotiation or buyout) Negotiate rights where Vantage Towers acts on behalf of its tenants Optimise equipment footprint Passive antenna sharing (e.g. Spain) ~80% Allowed under conditions2 67% Rooftop co-location in other countries underpins ability to overcome technical barriers Vantage Towers rooftop physical tenancy ratio3 (x) 1.8 1.4 1.0 Source Company information Notes 1 Based on a sample of 14.3k RTT contracts 2 Conditions include: notice to landlord, landlord approval, sublease to Vodafone related companies only and Vodafone internal with additional payment 3 Incl. physical tenancies only Germany Spain Romania 26 Germany | Key takeaways 1 Coverage obligations and densification driving >75% growth in new tenancies over the next 10 years, with a significant share secured by Vantage Towers 2 We have significant committed demand of 9.5k contracted and white spot tenancies 3 Our sites' strategic locations and physical capacities underpin the ability to attract new tenants 4 Significant upside from our focus on enabling rooftop sharing 27 Spain | #2 TowerCo, with #2 and #3 MNOs as anchor tenants #2 tower operator in Spain1 Tenancy ratio2 n.a. 1.6x 1.9x n.a. n.a. Market share1 29% 24% 24% 21% 2% Towers ('000)1 10.7 8.8 8.6 7.7 Anchor tenant relationship with Vodafone and Orange Share of total subscribers (%)4 34% 29% 24% 13% Subs/PoPs ('000)4 0.9 1.0 0.7 1.5 Mobile network operators subscribers (m)4 19 16 14 7 Telefónica Orange Anchor tenants MÁSMÓVIL 98% 4G population coverage 0.6 - Additional coverage obligations expected with 5G auction Telxius Cellnex Orange Others3 Network sharing means Vantage Towers is a critical infrastructure provider to both Vodafone and Orange, Source Company information, TowerXchange, Analysys Mason, Fitch Solutions together representing >50% mobile market share Notes 1 Based on number of macro telco sites; data as of 30-Sep-20 for Vantage Towers, 2Q20 public reporting for Cellnex and latest available for other operators from TowerXchange 2 Vantage Towers as of 30-Sep-20 and Cellnex as of 3Q20 company reporting 3 Includes Axion 28 4 Data from Fitch Solutions as of latest available (2019); number of PoPs as of 2020 Analysys Mason data Spain | Well positioned to capture a large portion of market tenancies Densification needs expected to drive new demand Market tenancies evolution in Spain (`000)1 CAGR 1.8% 5 4 60 3 72 CAGR 20-25 2.4% FY20 Coverage Densification Network sharing FY20-25 FY25-30 Source Analysys Mason Note 1 Based on Analysys Mason PoPs forecast for Spain FY30 Key highlights for Vantage Towers Significant growth already contracted Catering to Vodafone and Orange as co-anchor tenants under network sharing agreement Preferred supplier to Vodafone, positioning Vantage Towers to capture new sites demand Attractively located sites for new tenants 29 Spain | Future demand partly secured through sharing agreements Portfolio representing 24% of Spanish macro sites positions Vantage Towers strongly to compete for 8.6k uncommitted tenancies FY20-30 market opportunity Market tenancies (`000)1 12 1A.2 B Contracted (~3.4k) Contracted tenancies A · +3.3k active sharing agreement B · ~150 new macro sites commitment Vantage Towers share / Other MNO 36% 100% 1.1k2 secured Uncontracted (~8.6k) C Uncontracted tenancies C · Potential road coverage obligations expected to drive additional tenancies · Natural partner for our anchor tenants in red zone3 · Target to achieve lease-up in exclusion zone4 Leverage relationship with anchor tenants and attract other MNOs Source Company information, Analysys Mason, TowerXchange Notes 1 Based on Analysys Mason PoPs forecast for Spain 2 Net of decommissioning of 0.9k sites in total, of which 0.7k related to the active sharing agreement 4 Exclusion zone is cities >175k inhabitants 30 3 Zone where Vodafone and Orange are actively sharing equipment Spain | Vodafone/Orange active sharing partnership on our towers Agreement summary Orange 1 In April 2019 Vodafone and Orange agreed to an active sharing partnership in Spain 2 Spanish territory to be split into Red and Orange Zones, where each of the MNOs is the anchor on Vantage Towers sites 3 Extension of current coverage area from cities with <25k population to cities with <175k; cities with >175k population excluded for active sharing 4 Technologies: 2G/3G/4G/5G Key highlights for Vantage Towers 2 anchor tenants: Vodafone and Orange +1.2k new net tenancies1 by FY23 for Vantage Towers Portfolio fee for all sites Based on sites pro-forma for decommissioning1 All sites priced at MSA rate Vantage Towers receives active sharing premium on relevant sites Decommissioning costs paid by Vodafone Source Company information Notes 31 1 Including ~0.7k sites decommissioned as part of the active sharing agreement. Does not include additional ~0.2k sites to be decommissioned in Spain Spain | Attractively located portfolio Significant lease-up potential across ground based towers and rooftops Vantage Towers' macro sites by geo-type1 Rural 48% Urban 30% Tenancy % of ratio1 portfolio1 GBT 1.7x 46% Sub-urban 21% RTT 1.6x 54% Attractive geo-location underpins co-location potential Number of macro sites without a nearby competitor ('000)2,3 Share of 32% 14% 20% total by geo-type 0.8 0.8 0.3 >150m (urban) >600m (sub-urban) >1km (rural) Tenancy ratio of 1.4x excluding active sharing, allowing for substantial tenancy lease-up and upgrade potential Approximately one third of macro sites at least 150m away from competing macro sites in urban locations, including exclusion areas4 Well positioned to capture demand from densification c.50% of sites in urban and sub-urban areas, with high share of sites in Spain's main cities ~20% of rural macro sites with no alternative infrastructure within ~1km Source Company information, TowerXchange, Analysys Mason Notes 1 Company data as of 30-Sep-20 2 As of 2020 from Analysys Mason data (produced by Analysys Mason based on company data, conclusions formed by the company) 3 Urban is >100k inhabitants, Suburban <25k and >100k inhabitants, Rural is <25k inhabitants 32 4 Exclusion zone is cities >175k inhabitants Greece | Only independent TowerCo, opening up the market Tenancy ratio2 #1 tower operator in Greece1 1.6x n.a. Market share1 53% 47% Towers ('000)1 4.9 4.4 Cosmote Source Company information, TowerXchange, Fitch Solutions, Analysys Mason Notes 1 Based on number of sites; as of 30-Sep-20 for Vantage Towers, based on Vodafone and Cosmote only 2 As of 30-Sep-20 3 Data from Fitch Solutions as of 2019; number of PoPs as of 2020 Analysys Mason data Critical infrastructure provider to 2 out of 3 MNOs Share of total subscribers3 47% 29% 24% Subs / PoPs ('000)3 1.7 1.2 n.a. Mobile network operator subscribers (m)3 7.4 4.6 3.7 Cosmote Wind Anchor tenants Network sharing means Vantage Towers is a critical infrastructure provider to Vodafone and Wind Hellas, together representing ~53% mobile market share As part of the merger, Vantage Towers has secured a commitment of 500 new macro sites (split evenly between operators) 33 Greece | Urban centric portfolio with co-location growth potential Well positioned to benefit from growing coverage and densification requirements Vantage Towers' macro sites by geo-type1 Tenancy % of ratio1 portfolio1 Rural 40% Urban 35% GBT 2.0x 42% Sub-urban 25% RTT 1.3x 58% Attractive geo-location underpins co-location potential Number of macro sites without a third party site nearby ('000)2,3 Share of 89% total by geo-type 1.3 66% 74% 1.4 0.8 >150m (urban) >600m (sub-urban) >1km (rural) Low tenancy ratio on rooftop towers, allowing for substantial tenancy lease-up and upgrade potential Ample capacity on the macro sites given low tenancy ratio on GBT of 1.1x excluding actively shared tenancies Attractively located portfolio with ~60% of macro sites in urban and sub-urban locations c.90% of macro sites in urban locations at least 150m away from third party sites Well positioned to capture demand from expected coverage and quality requirements, away from third party sites across all geotypes Source Company information, Analysys Mason Notes 1 As of 30-Sep-20 2 As of 2020 from Analysys Mason data (produced by Analysys Mason based on company data, conclusions formed by the company) 34 3 Urban is Athens and Thessaloniki, Suburban <35k and >100k inhabitants, Rural is <35k inhabitants (this was renamed from dense urban, urban and rural respectively) Other European Markets | #2 in 4 out of 5 other markets Well positioned to capture tenancy upside Portugal Ireland Czech Republic Hungary Romania Number of sites ('000)1 Geographic distribution1,2 Market position3 Market share3 1.4x 1.0x 1.9 1.6 2.0x 1.1x 0.6 0.6 1.3x 1.0x 2.8 1.0 1.8x 1.0x 0.8 1.2 2.2x 1.8x 1.2 1.0 PT 12% 1% EIR GBT RCTZT Tenancy HraUtio1 RO 30% 43% 36% 36% 49% 35% 48% 44% 87% 2 1 ~35% 24 21% 33% Urban Suburban 2 1 2 2 23% 35 31% 26 16% Rural 2 35% 16 8% 4 16% · Well balanced nationwide portfolios · Substantial physical capacity across all markets underpinned by low tenancy ratio · Partnered with #1 or #2 mobile network operators in each market 27% average market share4 Key market dynamics · Network sharing · Proposed road coverage obligations · Potential new entrant · Expected road coverage obligations · Expected threshold for minimum coverage · Expected coverage obligations including road coverage · 5G coverage obligations to be selected individually from set list by the MNOs by 2023 & 2025 · 1.7x tenancy ratio excl. actively shared tenancies Source Company information, TowerXchange, broker reports, companies reporting Notes 1 Company information as of 30-Sep-20. Excl. barter tenancies; Hungary 1.2x RTT including barter agreements 2 Inhabitant thresholds vary for each of urban, suburban and rural categories for each country with Portugal having a materially different threshold for urban (>3k), for example Romania >25k, Ireland >20k for urban 3 Based on number of sites; data as of 30-Sep-20 for VT, Cellnex latest available, TowerXchange and broker reports for others. Hungary excl. CETIN as figures not available. Management estimate for Portugal 35 4 Based on blended average Other European Markets | 20k incremental market tenancies Coverage requirements expected to drive new demand Market tenancies evolution in Other European Markets (`000)1 CAGR 2.6% 13 5 67 2 87 CAGR 20-25 3.8% FY20 Coverage Densification Other 2020-25 2025-30 FY30 Key highlights for Vantage Towers Vantage Towers is the preferred supplier to Vodafone, well positioned to capture uncontracted demand ~950 new macro sites committed by Vodafone (202226) Attractively located sites for potential new entrants (e.g. Portugal) Low tenancy ratio providing lease-up potential Source Analysys Mason Note 1 Based on Analysys Mason PoPs forecast for Portugal, Ireland, Czech Republic, Hungary, Romania 36 Other European Markets | Future demand partly secured through sharing agreements FY20-30 market opportunity Market tenancies (`000)1 20 A B C Contracted (~4k) Contracted tenancies A ~950 committed new macro sites (2022-26) B +1.7k active sharing agreement Vantage Towers share / Other MNO / Other MNO 100% 44% 1.7k3 secured Uncontracted (~16k) D C +1.4k commitments to other TowerCos2 Uncontracted tenancies D· Ambition to secure a significant portion of the uncontracted demand in our Other European Markets Source Company information, Analysys Mason Notes 1 Based on Analysys Mason PoPs forecast for Portugal, Ireland, Czech Republic, Hungary, Romania 2 0.8k Cellnex agreements with NOS and MEO in Portugal. 0.6k Cellnex agreements with Cignal and CK Hutchison in Ireland 3 Net of decommissioning of ~0.5k sites related to the active sharing agreement 0% Leverage our attractive portfolio and leading position to capture uncontracted tenancies in Other European Markets 37 Our medium-term tenancy potential | Key drivers Significant visibility on key drivers of tenancy growth in the medium-term, with key upsides linked to rooftop lease-up programme for hosting of new tenants Commitments and white spots obligations represent a significant portion of tenancy growth (# of tenancies) Tenancy ratio +13.4k very high visibility tenancies >1.50x >2.1k >77.6k 1.7k 4.0k 7.1k 62.1k 0.6k FY20 total tenants 1 FY21 new sites2 Committed new sites3 White spots obligations (Germany) Committed Additional lease-up tenancies (net of needed to achieve decommissioning)4 medium-term target Medium-term target Source Company information Note 1 Excl. Italy 2 Expected to be commissioned. Not included in analysis of contracted demand for Germany, Spain, Greece or Other European Markets market opportunity review in Section 5.3 of this presentation 3 6,850 committed sites from Vodafone and 250 from Wind Hellas 38 4 Decommissioning includes c.900 sites in Spain and c.500 sites in Other European markets, mostly related to active sharing agreements INWIT | Italy's tower infrastructure champion Clear #1 TowerCo with 2 market leaders as its anchor tenants The Italian tower leader1 with two leading anchor tenants2 Tenancy ratio1 1.9x 1.5x Towers ('000)1 22.1 19.3 Diversified customer base secured by network sharing INWIT tenancies ('000)4 32.2 Wind Tre Iliad Open Fiber Fastweb Linkem EOLO 8.8 Committed new macro sites1,2 Committed new macro PoPs Combined anchor market share3 INWIT 2.4k 12.7k 63% Cellnex 3.5k n.a. 37% / TIM Other tenants INWIT benefits from long term nationwide passive and active sharing agreement between Vodafone and TIM Active sharing agreement in areas with less than 100k inhabitants Preferred supplier for new macro sites for both Vodafone and TIM Source TowerXchange, INWIT and Cellnex reporting, companyinformation, Fitch Solutions, companies reporting Notes 1 Data as of 3Q20 for INWIT. 3Q20 for Cellnex pro forma for CK Hutchison towers acquisition of new existing 3 Based on Fitch Solutions market share by subscribers sites at closing 4 Number of tenancies, names and split as of 3Q20 reporting 39 2 Cellnex new sites commitment includes commitment obtained through CK Hutchison acquisition Growth beyond the core 40 Growth roadmap | A phased approach to growing value Expanding our portfolio offering so as to become one of Europe's 5G "superhosts" and a leading digital enabler Focus Digital future 5G super host FTTS Edge data centres Outdoor small cells IoT Monetisation & efficiency MNO coverage and densification needs DAS / indoor small cells Non-MNO customers Regional rural networks REALISE Reflects the illustrative potential of market opportunity Source Company information EXPAND Smart cities EVOLVE Phases 41 Non-MNO customers | Market demand to increase as technology evolves Bringing new focus and managerial intensity to a fast growing market Non-MNO customers Opportunity select examples Public protection and disaster relief ("PPDR") Fixed wireless access ("FWA") · 450MHz potentially to be awarded to the PPDR or utility sector in 2020 Up to 5,000 new sites by 2030 Utilities / private networks IoT · Roll-out of electricity smart meters to cover at least 80% of all consumers between 2021 and 2025 ~550 new sites to provide nationwide coverage · Public tenders to develop PPDR in Spanish regions · Joint tender submitted >200 new sites for 95% coverage of Andalusia · 3bn government investment in national broadband plan rollout and the provision of 300 broadband connection points 200 points and 75 schools to be connected in 2021 · Hungary - Development of PPDR post 2022, 2x5 MHz plus 3 MHz spectrum on the 700 MHz band set aside · Czech Republic - Further development of FWA network (current penetration of ~26%) · Romania - 2x5MHz of 700MHz spectrum put aside to be allocated PPDR in 2021 Source Company information, Analysys Mason 42 FTTS | Maximising the current portfolio potential Increase portfolio attractiveness by providing wholesale services in fiberised areas and roll-out FTTS elsewhere Existing FTTS Portugal case study New FTTS Business model Reselling fibre capacity from Vodafone Portugal Investment in FTTS roll-out and subsequent lease of own capacity Perimeter ~65% of sites fiberised >75% in urban areas Complement current networks based on appropriate returns Products Ethernet circuit for customers with fast deployment needs Source Company information Leased dark fibre for customers with a transmission network already in place 43 DAS / indoor small cells | Small but fast growing Vantage Towers is targeting market share in the rapidly evolving indoor small cells market as a host to serve indoor coverage needs Our commercial strategy DAS For large and high venues e.g. arenas, stadiums, large buildings Focusing on 3 customer segments... Indoor small cells For smaller and lower footfall venues and office buildings MNO Mid / large enterprises Small enterprises Repeaters For small buildings e.g. small office buildings and retail stores Business model MNOs Landlords Vantage Towers Partners Host-neutrality and multi-lateral agreements to position Vantage Towers at the heart of the DAS / indoor solutions Source Company information Following a phased approach... 1 Upgrade to 5G for existing DAS and small cells infrastructure 2 Defining a standard product catalogue for large scale deployment 3 Building a pipeline of mid-size and smaller venues historically not addressed 44 IoT, Edge Computing, Smart Cities | Enabling a digital Europe We will serve all the steps in Europe's digital journey IoT IoT Sensing-as-a-service (SaaS) Network-as-a-service (NaaS) Edge computing IoT IoT Smart cities Solutions Sensor hosting, data aggregation and storage Planning, installation, and O&M of IoT network equipment Hosting of edge computing hardware and edge computing-as-a-service Smart city solutions for all verticals Customers Public entities and enterprises IoT network operators MNOs, public entities and enterprises MNOs, public entities and enterprises 45 Source Company information Towers are at the centre of the 5G digital ecosystem 0 Equipment · Secured space · Power · Cooling 1 MNO antennas · Hosting 2 FWA antennas · Hosting 3 mMIMO antennas · Hosting 4 Fibre backhaul · FTTS 5 DAS · Indoor, denser cov. 6 Outdoor small cells Towers -- key attributes Towers guarantee secure space, with presence of power Equipped and cooling Towers host connectivity antennas as well Connected as fibre 5G 1 MNO 7 11 6 4 2 3 8 10 10 0 11 Source Company information, INWIT Q3 results presentation Towers are welldistributed across urban, sub-urban Everywhere and rural areas 7 Drones · Hosting & recharging · Navigation support · Inspection services 8 IoT sensors / gateways · Hosting · LPWA networks · Data collection 9 Edge and BS hotel · Hosting infrastructure · Infra-as-a-Service 10 Satellite Infra · Hosting ground 9 5 infrastructure · Backhauling 11 Campus infrastructures · Licensed / Unlicensed networks 46 Market drivers and commercial strategy | Highlights Clear and predictable drivers of data usage, 5G roll-out and coverage obligations result in attractive 1 demand growth. Germany is at the heart of this growth Creation of Vantage Towers driving a switch in mindset: commercially-driven business with the right 2 incentive structures and a clear expansion strategy 3 Strong platform for sustainable growth, having already secured significant future demand Well positioned to capture further tenancies in our footprint, leveraging the quality of our 4 infrastructure, and anticipating our customers' needs with geolocation tools and market intelligence 5 We will expand our service portfolio to become a 5G "superhost" and a key enabler of digital Europe 47 Disclaimer (1/3) IMPORTANT: The following applies to this document, which consists of the sections "Introduction and key investment highlights", "Portfolio overview", "Contracts, organisation and operations", "ESG", "Market drivers and commercial strategy" and "Understanding our financials and growth drivers", and which has been prepared by Vantage Towers GmbH (the "Company" and together with its subsidiaries and those entities to become its subsidiaries, the "Group") solely for use at this meeting, to the oral and video presentation of the information in this document by members of the Company's management, to any question-and-answer session that follows the oral and video presentation and any material distributed in connection with this presentation (collectively, the "Information"), each of which should be considered together and not taken out of context. 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Financial information in this document is preliminary and unaudited and certain financial information (including percentages) has been rounded according to established commercial standards. In addition, the Company is currently still in the process of establishing capital markets readiness by expanding the scope of management reporting, financial accounting as well as forecasting and budgeting processes through the hiring and training of additional resources and rolling out market standard policies and procedures. As a result, some of the financial and/or operational information set forth in this document remains subject to change and/or completion. This document contains pro forma financial information of the Group for the financial year ended March 31, 2020 and for the six-months ended September 30, 2020 (together, the "PF Financial Information") as well as financial information from Infrastrutture Wireless Italiane SpA ("INWIT"). For a description of the basis of preparation of the pro forma financial information of the Group for the financial year ended March 31, 2020, please refer to the slide entitled "Understanding our FY20 PF financials | Basis of preparation" included in the section "Understanding our financials and growth drivers". The PF Financial Information has been prepared for illustrative purposes only and, by its nature, addresses a hypothetical situation and does not, therefore, represent the Group's actual results of operations. Such information may not, therefore, give a true picture of the Group's results of operations nor is it indicative of its results. The PF Financial Information is subject to change. This presentation also includes summary historical financial information from Vantage Towers Greece and INWIT. For a description of this information, please refer to the appendix section of this presentation. In this document, the Company utilises certain alternative performance measures, including but not limited to adjusted EBITDA, adjusted EBITDAaL, recurring operating free cash flow, recurring free cash flow, aggregated recurring free cash flow, return on capital employed, that in each case are not recognized under International Financial Reporting Standards ("IFRS"). These non-IFRS measures are presented as the Company believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating a company's operating performance and financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, nor should they be considered as substitutes for the information contained in the financial statements included in this document. 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The Information should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date thereof. The information contained in this document has not been independently verified. The Information may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, the Company's beliefs, intentions and current targets/aims concerning, among other things, the Company's or the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. Forwardlooking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth concerning, among other things, growth trends in the market for macro sites (which can be affected by a number of factors, including operator consolidation, network sharing (including roaming and slicing) and spectrum trading), and growth trends in the DAS and small cell market (some industry analysts believe the small cell market still in the nascent stage of its development and could be affected by factors including changes in the behaviour of MNOs); lease-up potentials; economic outlook and industry trends; developments of the Company's or the Group's markets; the impact of regulatory initiatives; and the strength of the Company's or any other member of the Group's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in the Information are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records (and those of other members of the Group) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No assurances can be given that the forward-looking statements will be realised. The forward-looking statements speak only as of the date of this document. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forwardlooking statements to reflect any change in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement. To the extent available, the industry, market and competitive position data contained in the Information come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, neither the Company nor any of its respective Representatives has independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Information come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company and the other members of the Group operate. While the Company believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change and correction without notice. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in the Information. 49 Disclaimer (3/3) In addition, certain industry and market data in this document is based on third-party data provided by Analysys Mason Limited ("Analysys Mason"). Analysys Mason's data is derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from Analysys Mason's internal research, and is based on assumptions made upon reviewing such data, and experience in, and knowledge of, such industry and markets, which the Company believes to be reasonable. Although Analysys Mason has obtained such information from sources it believes to be reliable, Analysys Mason has not verified such information. You are cautioned not to give undue weight to these estimates and assumptions. Analysys Mason's estimates are subject to the same qualifications and uncertainties as the other forward-looking statements in this document. 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The Information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. 50 Key contacts https://www.vantagetowers.com/investors www.vodafone.com/investors ir@vodafone.co.uk 1 Kingdom Street, London, W2 6BY Matthew Johnson · Director · Group IR · matthew.johnson@vodafone.com Daniel Morris · Deputy Director · Group IR · daniel.morris@vodafone.comAdobe PDF Library 20.9.95