Iliad S A : Slide-Show

ACQUISITION OF PLAY

SEPTEMBER 21, 2020

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TRANSACTION HIGHLIGHTS

	Acquisition of a leading	•	Play is the largest operator in the Polish mobile market with a 29% market share(1) - 15.0m subscribers
	•	LTM key figures(2): Revenues of €1.6bn, Adj. EBITDAaL of €523m, LTM EFCF of €269m
1	telecom operator in
•	CAGR service revenue growth of 6.8% (2015-LTM June 2020)
Poland
	•
		Net debt / EBITDAaL <2.5x at end-June 2020
		•	Iliad has secured a 40.2% stake via Kenbourne Invest and Tollerton Investments for PLN39.00 per share
		•	Cash tender offer for all Play share capital at the same price
	Key terms of the	•	Offer price of PLN39.00 per share, representing an equity value of €2.2bn and an enterprise value of €3.5bn (for 100%)
2	•	Offer price represents a 39% premium to last closing price and 33% to the 30-day VWAP(3), premium justified by Play's
transaction
			intrinsic quality and value of its passive infrastructure
		•	Transaction with fair multiples: 6.8x LTM EV/EBITDAaL and 9.9x LTM EV/OpFCF pre-synergies
		•	Unanimous support from iliad and Play's boards
3		•	Announcement of the offer on September 21, 2020
Key dates and next steps	•	Share subscription period expected to start on October 19, 2020 and end on November 17, 2020
		•	Closing expected on November 25, 2020
	A value-creating deal for	•	Accretive impact on EPS and FCF per share from Year 1
4	•	Best practice synergies in digitalization, internalization, procurement and Broadband know-how
iliad	•	Full committed transaction financing, pro forma leverage of 3.2x with solid deleveraging path
5		•	Play and iliad share the same maverick DNA - two brands with strong consumer support
Strategic fit	•	A superb opportunity for iliad to accompany Play in its Fixed Convergence journey
		•	Improved Group cash flow generation for iliad

Note: Offer price converted to euro based on FX of 4.4541 as of close of trading on September 18, 2020; net debt converted at period-end spot rate (June 30, 2020); transaction multiples calculated on local currency
basis	3
(1) UKE 2019 Annual Report
(2)	Based on 2020 LTM financials as of Q2-20; Play financials converted to € at FX rate of 4.3575, based on the average FX rate for LTM period
(3)	Volume-weighted Average Share Price

VALUE-CREATING DEAL WITH GOOD DNA MATCH