Cellnex Telecom : The company announces the Annual General Meeting and the proposed resolutions The company announces the Annual General Meeting and the proposed resolutions The company announces the Annual General Meeting and the proposed resolutions 1MB

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COMISION NACIONAL DEL MERCADO DE VALORES (CNMV)

In accordance with article 227 of the Restated Text of the Spanish Securities Markets Law approved by the Royal Legislative Decree 4/2015 from 23 October, CELLNEX TELECOM, S.A. ("Cellnex" or the "Company") hereby notifies the Spanish National Securities Market Commission of the following

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At the meeting of the Board of Directors of Cellnex held today, it has been agreed to convene the Annual General Shareholders' Meeting to be held at 11:30 a.m. on 21 July 2020, in Barcelona,

Avenida Parc Logístic, 12-20, on second call, as it is foreseeable that it may not be possible to hold it on first call, which is also convened at the same time and location on 20 July 2020.

Attached is the text of the call, together with the proposed resolutions that the Board of Directors has proposed to be passed by the Annual General Shareholders' Meeting.

Madrid, 11 June 2020

CELLNEX TELECOM, S.A.

2020 ORDINARY GENERAL SHAREHOLDERS' MEETING

The Board of Directors of Cellnex Telecom, S.A. (the "Company") has resolved to convene the Ordinary General Shareholders' Meeting to be held at 11:30 a.m. on 20 July 2020 in Avenida del Parc Logístic, 12-20, 08040 Barcelona, on first call, and if the meeting cannot be held on first call due to lack of a quorum, at the same venue and time on 21 July 2020 on second call.

It is expected that the General Meeting will be held on second call, on 21 July 2020 at 11:30 a.m. at the venue indicated above.

Shareholders may attend the General Meeting electronically on the terms specified in this notice.

Having regard to the COVID-19 restrictions in force from time to time, physical attendance is discouraged and in all cases will be subj ect to compliance with any security and distancing measures or recommendations in place. Access to the General Meeting venue will be strictly limited to ensure these health requirements are met.

The agenda of the General Meeting is as follows:

AGENDA

First.-	Approval of the individual annual accounts and management report and the consolidated
annual accounts and management report (financial statements) for the year ended 31
December 2019.
Second.-	Approval of the non-financial information contained in the consolidated management report
for the year ended 31 December 2019.
Third.-	Approval of the proposal for the allocation of profit or loss for the year ended 31 December
2019.
Fourth.-	Approval of the Board of Directors' management and activity in the year ended 31 December
2019.
Fifth.-	Approval, and delegation of powers to the Board of Directors, of the distribution of dividends
charged to the share premium reserve.

Sixth.-

Re-election of the auditors of the Company and its consolidated group for the financial years

2021 to 2023, both inclusive.

Seventh.-

Remuneration of the executive director corresponding to the year ended 31 December 2019:

• 7.1 Approval of the allotment of Company's shares, pursuant to the Remuneration Policy.

• 7.2 Approval of an extraordinary bonus corresponding to the year ended 31 December

  2019.

Eighth.-

Number of members of the Board of Directors. Ratification and re-election of members of the Board of Directors:

• 8.1 Maintenance of the current number of members of the Board of Directors.

• 8.2 Re-election of Ms. Concepción del Rivero Bermejo as an independent director for the term specified in the articles of association.

• 8.3 Ratification of the appointment by co-option of Mr. Franco Bernabè and re-election as a proprietary director for the term specified in the articles of association.

• 8.4 Ratification of the appointment by co-option of Mr. Mamoun Jamai and re-election as a proprietary director for the term specified in the articles of association.

• 8.5 Ratification of the appointment by co-option of Mr. Christian Coco and re-election as a proprietary director for the term specified in the articles of association.

Ninth.-

Delegation of powers to the Board of Directors to increase the share capital under the terms and conditions of Article 297.1.b) of the Capital Companies Act (Ley de Sociedades de Capital) for a maximum period of five years. Delegation of powers to exclude the pre-emption rights in accordance with Article 506 of the Capital Companies Act, setting a limit of a maximum aggregate nominal amount equal to 10% of the share capital at the date of authorization.

Tenth.-

Delegation of powers to the Board of Directors to issue bonds, debentures and other fixed-income securities convertible into shares, as well as warrants and any other financial instruments that entitle the holder to acquire newly issued shares of the Company, for a maximum period of five years. Delegation of powers to exclude the pre-emption rights in accordance with Article 506 of the Capital Companies Act, setting a limit of a maximum aggregate nominal amount equal to 10% of the share capital at the date of authorization.

Eleventh.- Delegation of powers to formalize and execute all the resolutions adopted by the General

Meeting.

Twelfth.-

Consultative vote on the annual report on directors' remuneration for the year ended 31

December 2019.

During the meeting, information will be provided on the degree of compliance with the corporate governance recommendations issued by the Spanish National Securities Market Commission (CNMV).

SUPPLEMENT TO THE MEETING NOTICE AND SUBMISSION OF RESOLUTIONS

In accordance with Articles 172 and 519 of the Capital Companies Act, shareholders representing three percent or more of the share capital may request the publication of a supplement to this Meeting Notice, including out one or more items to the agenda, provided that the new items are accompanied by an explanation of the reasons for their inclusion or, where applicable, a proposed resolution withjustifications. This right must be exercised by notifying it in a reliable way to the Corporate Secretariat at the registered office address (Juan Esplandiú, 11-13, 28007 Madrid) within five days of publication of this Meeting Notice. Shareholders representing the abovementioned percentage of the share capital may, within the same time limit, submit documented resolutions on matters already included, or expected to be included, in the agenda of the meeting.

RIGHT TO INFORMATION

In accordance with Article 272 of the Capital Companies Act, any shareholder may, upon publication of this Meeting Notice, examine at the registered office (Juan Esplandiú 11-13, 28007 Madrid), and immediately obtain free copies of, the documents that are to be laid before the General Meeting and any reports on those documents and may, furthermore, request that said documents be sent to them free of charge in the cases where this is required by law, in particular as regards the individual and consolidated accounts, management reports and audit reports, as well as the reports of the Board of Directors in relation to the resolutions proposed in items 7, 8, 9 and 10 of the agenda.

Having regard to the COVID-19 restrictions in force from time to time, shareholders who wish to obtain a copy of all or any of the documents to be laid before the meeting and the relevant reports are advised to submit their request by e-mail [e-mail], as said restrictions, while in force, may make it impossible to deliver the documents to shareholders in person at the Company's registered office.

In accordance with Article 518 of the Capital Companies Act, the information referred to in said article will be continuously available to shareholders on the Company's website(www.cellnextelecom.com) from the date of publication of this Meeting Notice until the meeting is held.

Independently of the right to information referred to above, the full text of the reports of the Board of Directors of the Company and the independent expert on the resolution to issue bonds convertible into and/or exchangeable for ordinary shares of the Company, excluding the pre-emption rights, under the authority granted by the Ordinary General Meeting held on 9 May 2019, will also be available for consultation on the Company's website(www.cellnextelecom.com) from the date of publication of this Meeting Notice.

In accordance with Articles 197 and 520 of the Capital Companies Act, shareholders may request any information or clarifications they consider necessary or submit in writing any questions they consider appropriate regarding the items on the agenda until the fifth day before the day scheduled for the General Meeting, or during the meeting (whether they attend physically or electronically).

Shareholders may also request any clarifications they consider necessary - in writing within the deadline stipulated above or orally during the meeting (whether they attend physically or electronically) - regarding the information accessible to the public that the Company has provided to the CNMV since the last General Meeting and regarding the auditor's report.

Likewise, in accordance with Article 539.2 of the Capital Companies Act and Article 7 of the General Meeting Regulations, an Electronic Shareholders' Forum will be available on the Company's website from the date of publication of this Meeting Notice until the meeting is held. The rules of the forum and the form that must be completed in order to join it are available on the Company's website.

Shareholders are informed that for further information on the exercise of their rights in relation to the General Meeting they may contact the Corporate Secretariat of Cellnex Telecom (both at the registered office address indicated above and at Avenida del Parc Logístic, 12- 20, 08040 Barcelona) as well as by telephone on 935031036 or by email [e-mail].

RIGHT TO ATTEND, APPOINT A PROXY AND VOTE REMOTELY

In accordance with Article 14 of the Articles of Association, shareholders who are able to prove that they hold 100 or more shares registered in their name five days before the date on which the General Meeting is to be held, may attend the meeting. In addition, shareholders who hold less than 100 shares may appoint as proxy one of them to attend on their behalf if jointly they hold the required number of shares.

To attend the meeting, shareholders must present the attendance and voting card - which will be issued, upon presentation of proof of share ownership, by an entity member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores or such body as may replace it, or by the Company itself - duly completed for this purpose, together with their Spanish ID card or any other valid official document generally accepted for this purpose to prove their identity.

In accordance with Article 522 of the Capital Companies Act, each shareholder entitled to vote at the General Meeting may appoint another person as his/her proxy. A proxy may be appointed:

(i)In writing:To appoint a proxy in writing, shareholders must send to the Corporate Secretariat (Avenida del Parc Logístic, 12-20, 08040 Barcelona) , the document containing the proxy appointment or the General Meeting attendance and voting card issued by the depositary entities or the Company, duly signed and with the printed form of proxy duly completed, including voting instructions for each item on the agenda.

(ii)By electronic means:Shareholders entitled to attend may appoint by electronic means another shareholder or any natural or legal person as their proxy before the meeting. A shareholder who wishes to appoint a proxy by electronic means must have an appropriate digital certificate.

To appoint a proxy using a digital certificate, the shareholder entitled to attend the meeting must go to the Company's website(www.cellnextelecom.com) and follow the instructions displayed on each of the screens of the program provided for that purpose.

To prove their identity, shareholders wishing to appoint a proxy by electronic means must access the website using a digital certificate and follow the instructions contained in the "Ordinary General Meeting 2020/Electronic Proxy Appointment" section of the website.

Proxy appointments, whether made in writing or by electronic means, must be received at least one day before the day scheduled for the meeting on first call, i.e. before 11.59 p.m. on 18 July 2020.

If no voting instructions are given, the proxy will be deemed to vote in favour of the resolutions proposed by the Board of Directors. A proxy may act as proxy for more than one shareholder, without limitation as