2020

Integrated

Annual

Report

Consolidated Management Report Consolidated Financial Statements

2020

Integrated Annual Report Consolidated Management Report

Interview with the President and the CEO

Table of contents

2020

Integrated Annual Report Consolidated Management Report

Interview with the President and the CEO

1. Interview with the

President and the

CEO

2020

Integrated Annual Report Consolidated Management Report

Interview with the President and the CEO

Long-term

partnership, the way

to grow

2020 was marked by historic health, social and economic disruption, caused by COVID-19. These circumstances forced everybody to take a giant step forward in digital communications as a basic tool not only for business, but also for social relationships. How would you summarise the effects of the pandemic on Cellnex?

BERTRAND KAN COVID-19 has marked the lives of individuals and companies with devastating consequences in loss of life as well as jobs, businesses and social activity. We have been fortunate as the telecommunications sector, and specifically infrastructure, has bolstered the resilience of society in general and businesses in particular, playing a key role in mitigating the effects of the crisis. By and large, operators of networks and infrastructure have managed to ramp up capacity, benefitting from heavy investments in recent years in an unprecedented roll-out of networks. Fibre-optic connections and high-speed mobile technologies enabled the exponential increases in data consumption that occurred. This connectivity has facilitated personal and professional proximity in a historic period of isolation. Cellnex has benefited from and contributed to this digital transformation, much of which is likely to stay.

TOBIAS MARTINEZ We have stood by our customers to allow them, in turn, to provide their services to users around the clock, reinventing network control activity from one day to the next. In Spain, for example, we went from having two large control centres in Madrid and Barcelona to operating with 200 small nodes distributed in the homes of the staff responsible for ensuring network operation. We radically transformed the way we work while ensuring continuity of service at pre-pandemic standards.

The radio and television signal transport and control service has also been particularly critical for the population during the pandemic, with record-breaking audience ratings because of the desire for information.

While our growth operations have not only been unaffected, but have increased, we have noticed a certain slowdown in some day-to-day processes due to difficulties associated with lockdowns. There have been occasional delays in obtaining permits and some postponements, as was the case of the second digital dividend or the spectrum auction. However, we have exceeded the goals we set for ourselves at the beginning of the year, including reviewing the guideline when we released out half-year results.

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Integrated Annual Report Consolidated Management Report

Interview with the President and the CEO

What key indicators would you highlight from the financial year?

TM As I was saying, we improved our forecasts during the year and were able to close the year with growth of 55 percent in revenue, 72 percent in EBITDA and 75 percent in recurring cash flow generation. This result reflects the significant increase in the company's perimeter, which responds to the growth dynamics of 2019, just as we will see some of the operations reflected in 2021 and in 2022 such as the agreement with CK Hutchison in six countries, announced in 2020. But, apart from the expansion, we have managed to keep our organic growth ratio at around 5.5 percent, therefore we have had a good financial year in terms of results.

Since your IPO we have heard you talk about consolidating acquisitions, but your

M&A activity is nothing short of frenetic …

TM Obviously we have not abandoned our growth objective. But I would like to make it clear that, in our model, consolidation itself creates inorganic opportunities. We have repeated many times that we are not a financial investor and we stand by our role as an industrial partner. Our long-term relationships with our customers end up driving our own growth dynamics in M&A. Many purchasing operations are based on our strategic relationship with them. In fact, more than half of the €25 billion that we have invested in

the five years since the IPO has been in projects to consolidate our relationship with customers who ask us to partner with them. These investments allow us to grow in new markets and also to expand in others where we are already present.

BK We had an early start in 2020 by announcing theacquisition of OMTELin Portugal with a new partner and geographical market on the 2nd of January. We returned to consolidate our position in the country in April with theacquisition of NOS Toweringfrom Portuguese mobile operator NOS. In the summer we completed the acquisition of Arqiva's telecoms tower business in the United Kingdom. In addition to these acquisitions, we have also continued to invest in our customer relationships, as Tobias already mentioned, including theagreement with Bouyguesin February to provide fibre-optic connectivity in France, the€800 million investment in Poland with Iliad and, last but not least, the largest acquisition in our short history, thepurchase of the Europeantowers of CK Hutchison Holdings in six countries,in a €10 billion transaction.

TM These last three operations reflect our industrial vision very well since they are based directly on the relationship of trust with customers based on their experience in recent years and looking to partner with us to manage their infrastructures in the markets in which they operate. This strengthens us as a strategic element and partner in their value chain.

For example, our relationship with Hutchinson started one month before the IPO in 2015, when we acquired 7,500 Wind sites in Italy shortly before the integration into WindTre.

The service provision over these five and a half years has therefore led Hutchinson to negotiate exclusively with us for a global cooperation project in these six European markets we were referring to.

Within this alliance, we have balanced consolidation in three countries where we were already present - Italy, the United Kingdom and Ireland - with opening businesses in three new markets - Austria, Denmark and Sweden - with the help of a strategic partner that has become our biggest customer.

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Integrated Annual Report Consolidated Management Report

Interview with the President and the CEO

What would you say were the most important milestones of this year with regard to your diversification and innovation policies?

TM In geographical terms, we continued to diversify by markets. At the close of 2019 we were operating in seven countries and now, one year later, we are on track for twelve, a very important milestone in diversification of both markets and customer base.

There are operations such as the integration ofMetrocallin the Madrid metropolitan transport system, for example, which combine diversification and innovation, by bolstering our commitment to connectivity in major transport networks, similar to the project we have in Italy for the Milan and Brescia underground networks, or more recently in the Netherlands for the country's rail network.

In general, from the innovation point of view, we have continued to bet on the 5G vector as an element that will revitalise the industry. We are developing capacities, know-how and technological knowledge to avail ourselves of the necessary skills to implement private or corporate indoor networks with interesting international pilot projects for managing operations ranging from a port in Bristol to those of a chemicals multinational in Spain. We will increasingly see how private 5G networks in industrial environments will boost not only their productivity, but also the roll-out of this technology.

Our innovative commitment also has a seed capital aspect in start-ups in activities that we consider to hold potential for our business area. This year we invested in companies that operate in two of the key complementary elements to the 5G infrastructure ecosystem: Long-Term Evolution (LTE) private networks and Edge Computing. Weacquired the Finnish company Edzcom, which operates precisely in the field of privatenetworks,and took part in aninvestment round of Nearby Computing.

In a difficult year for many listed companies, Cellnex has moved countercyclically with a share price appreciation of 38%. After raising a total of €3.7 billion in two rights issues in 2019, you closed the largest capital increase to date, a further €4 billion that was heavily oversubscribed in August 2020. How far can you go?

BK The timing of Cellnex' 2015 IPO was fortuitous as the European telecommunications market was ready for a restructuring of operators' balance sheets and the sale of tower assets. As a specialised tower operator, working closely with mobile operators, Cellnex was able to acquire and extend a portfolio of towers spanning 12 countries in these five years. Despite growing quickly, financial discipline has been key to our strategy; as long as we have value-creating opportunities to grow the business, we will raise the equity and debt required for that growth. We have been fortunate to enjoy the strong support of our shareholders and the capital markets in general for our strategy and hope to continue delivering strong results to them.

What can we expect from 2021? Will it be more challenging?

BK Our biggest wish for 2021 is to reach a turning point in the pandemic crisis. Accordingly, we hope that the world can recover a certain normality in social and work life. Cellnex will continue with its growth strategy, which may become more challenging as additional operators are entering the European market. We are optimistic about the continuing demand for tower infrastructure throughout Europe, a trend that has been fuelled further by the accelerating digital transformation. On the macro side, hopefully 2021 should be an inflection point for GDP, with significant growth following the constrained activity levels of 2020. We are optimistic that the general GDP and capital markets backdrop will remain positive for Cellnex business and strategy.

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Integrated Annual Report Consolidated Management Report

Interview with the President and the CEO

TM Our priority this year is the integration of growth projects, a fundamental success factor for us. In these few years, we have acquired extensive experience in the fluid interaction of teams to guarantee the expected return on investments.

As for the rest, and from the strict perspective of Cellnex' s dynamics, we hope that we will fare at least as well as we did in 2020 and that we can continue performing growth projects, although 2019 and 2020 will be a hard act to follow in terms of acquisitions.

The normalisation of economic and social activity will allow us to regain some traction in organic growth, taking into account that we managed to meet our objectives in 2020.

Values, sustainability and a sense of purpose seem to have become one of the company's hallmarks at a time when large investors are placing a high premium on corporate social responsibility. Can you summarise the year's activities in this area?

BK Indeed, we cannot see ESG (Environment, Social Responsibility and Governance) as something separate from the day-to-day management of the company. The Board is increasingly dedicating time and resources to ensure that Cellnex operates responsibly in every key respect. To this end, we have expanded the functions of the former appointments and remuneration committee, which now includes sustainability in its name, to monitor and propose policy with respect to ESG issues. We finalised our CSR 2016-2020 Master Plan with more than 90 percent of the strategic objectives covered and in December we approved the new plan for 2021-2025 with clearly defined actions, where relevant linked to the UN Sustainable Development Goals (SDGs).

Moreover, in the management structure we have set up an ESG Executive Committee that will coordinate and implement the defined actions. These include areas and functions ranging from talent management and equality, diversity and inclusion policies; and actions related to the environmental and climate change strategy in line with the objectives from the Science Based Targets Initiative. We are committed to finding ways to operate our business that are beneficial to both our shareholders and society as a whole.

TM This year that we are summarising has given us a unique opportunity to show this aspect of values and social commitment. In the Board, we approved the "Cellnex's COVID-19 Relief Initiative", a €10 million international pandemic aid fund. Half of the endowment was allocated to ahealth research projectinto cellular immunotherapy involving hospitals in France, Italy and Spain and which is showing very promising results not only for the treatment of COVID, but could also have possible applications in other immunological diseases and even for oncological therapies.

The second tranche of the endowment was allocated to social action projects with non-governmental organisations to help people and groups in vulnerable situations in the countries where we operate

In 2021 we will kick off The Cellnex Foundation to express awareness of the company's social impact. This will include projects to achieve such things as bridging the digital divide, either for social or territorial reasons, or betting on entrepreneurial talent or training and promoting STEM vocations, among other initiatives.

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Integrated Annual Report Consolidated Management Report

2020: Staying on the path to transformation

2. 2020: Staying on the path of transformation

2020

Integrated Annual Report Consolidated Management Report

2020: Staying on the path to transformation

2020

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2020: Staying on the path to transformation

Portfolio

C.61,108

sites located in 11 European countries

European leader in telecommunications infrastructures

Cellnex Telecom, S.A. (a company listed on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges) is the Parent of a Group in which it is both the sole shareholder and the majority shareholder of the companies heading the various business lines and geographical markets in which the Group operates. The Cellnex group provides services related to infrastructure management for terrestrial telecommunications through the following business segments: Telecom Infrastructure Services, Broadcasting Infrastructure and Other Network Services.

Cellnex has successfully become the leading neutral1 European telecommunications infrastructure operator with a portfolio of up to 61,108 infrastructures (not including forecast roll-outs up to 2031) located in Spain, Italy, France, Switzerland, the Netherlands, the UK, Ireland, Portugal, Finland, Austria and Denmark. As at 31 December 2020, the Group manages a portfolio of 58,104 sites and 3,004 nodes, making a total of 61,108 infrastructures. This business model is based on innovative, efficient, sustainable, independent and quality management to create value for its shareholders, customers, employees and all stakeholders. In addition, the Group is the main Broadcasting Infrastructure provider in Spain with a majority share in the national and regional markets.

Cellnex is listed on the continuous market of the Spanish stock exchange and is part of the selective IBEX 35 and EuroStoxx 600 indices. It is also part of the FTSE4GOOD,

CDP, Sustainalytics and "Standard Ethics" sustainability indexes. During the first half of

2019 Cellnex Telecom (CLNX SM) was added to the MSCI Europe index, following the May 2019 semi-annual index review.

1 Neutral: with no mobile network operator as a shareholder having (i) more than 50% of the voting rights or (ii) the right to appoint or dismiss the majority of the members of the board. The loss of the

Group's neutral position (i.e., by having one or more MNOs as a significant shareholder) may cause sellers of infrastructure assets to be reluctant to enter into new joint ventures, mergers, disposals or other arrangements with the Group (also impacting the organic growth of the Company). As the Group increases its size, management expects that large MNOs may be open to collaborating with the Group in several ways, such as by selling their sites or other infrastructure assets to Cellnex, including in exchange for Shares, which could negatively impact the Group's business and its prospects, as this type of transaction could affect the perception of the Group's neutrality.

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2020: Staying on the path to transformation

COVID-19 global scenario

An exceptional context

The COVID-19 pandemic constitutes an extraordinary phenomenon that has led to a dramatic loss of human lives worldwide and is affecting societies and economies at their core. In 2020 COVID-19 affected almost all countries and more than 50 million people around the world.

Likewise, the pandemic is changing the way people work and run business, study or interact at a dizzying rate. In this context, people across the globe rely on technology for information, for social distancing, and working from home.

Never before has maintaining connectivity been so important, not only in the many entertainment options offered through streaming or social networks, but also by serving the curricular needs of millions of students, providing information or maintaining work, family or interpersonal options and relations through instant audio-visual communication. Here, telecommunications infrastructures play a fundamental role.

Cellnex's response

As a telecommunications infrastructures operator for radio and TV (DTT), voice and data, and communication networks for security forces (police and fire brigades) and emergencies (medical and maritime rescue), Cellnex Telecom has ensured continuity of services 24/7, serving more than 200 million people around Europe.

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2020: Staying on the path to transformation

Cellnex has a

Service Operation Centre

to ensure service continuity

When Spaniards were confined to their homes, the only source of entertainment and information was TV, Radio or internet. Cellnex Spain technicians left their homes to take care of and provide maintenance for the broadcast centres of the services that kept a large swathe of the population informed and connected.

José Luis Ferreiro,

Central Territory Manager Cellnex Telecom

Cellnex set up

crisis committees

to guarantee the provision of critical services

Critical infrastructures

At Cellnex Spain, a group of around 150 engineers and about 50 technicians works together in the Service Operation Centre (SOC) performing the essential tasks to ensure service continuity around the clock, evaluating the state of networks, data transmission, the operation of DTT and digital radio or the I.T. security of their own facilities and third-party network service, for fibre or radio customers.

Another essential service is maritime communication, which Cellnex has been operating under a public order from the Spanish Government for ten years. The company provides uninterrupted radio coverage to 35 stations distributed throughout the territory to aid navigation and guarantee safety with three territorial centres on each of the coastlines (Coruña, Valencia and Las Palmas). This is an essential service providing weather data or information on possible incidents and communication with vessels with direct contact with maritime rescue.

All these actions are in line with the Agreement for personal and corporate connectivity signed in March 2020 with the Spanish Ministry of Economic Affairs and Digital Transformation and other relevant operators in the sector, such as Telefonica, Vodafone, Orange or MasMovil.

This agreement complements Royal Decree-Law 8/2020 of 17 March 2020, on extraordinary urgent measures to face the economic and social impact of COVID-19 to encourage operators who have signed this agreement to take on voluntary commitments to guarantee personal and corporate connectivity within the COVID-19 crisis; especially with regard to networks that support emergency services.

After careful consideration and given the exceptional COVID-19 crisis situation, Cellnex took the decision of helping their clients in improving their coverage and in overcoming congestion problems they faced with based on the significant increase in data consumption this crisis situation triggered. In this connection, Cellnex offered its clients a grace period for 2-6 months on all new collocations in Cellnex sites.

Contingency Plan

Like all large companies, Cellnex has solid contingency plans but, as has occurred in all large companies, the reality far exceeded even the most pessimistic scenarios of any hypothetical emergency.

In this exceptional situation, Cellnex has developed a Global Contingency Plan to guarantee the continuity of critical services in all countries and critical infrastructures in Spain, for Cellnex and for suppliers. Moreover, Cellnex has defined a recovery plan at the corporate level, which has been implemented in all countries.

Two committees were set up to respond to crisis situations in the Cellnex group, guaranteeing the provision of critical services:

  • • Global crisis committee.

  • • Local crisis committees reporting daily to the Global committee

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2020: Staying on the path to transformation

The communication stream was vital in the early stages of the crises as it provided the local management team with clear message to the team that that both the local management team and the Corporation were aware of the impact on the team, interested in helping as much as possible and in full control of the companies response to a rapidly changing scenario.

Trevor O 'Rourke, Country Economic & Management Control Director

Cellnex Ireland

Cellnex has collaborated through the

Cellnex's

COVID-19 relief initiative

Human team and employees

Since the beginning of the pandemic, Cellnex's priority has been to guarantee the health and safety of employees. Thus, their 1,955 employees around Europe who are not part of the operations team, have been working remotely since the second week of March, one week before the Spanish Government forced companies to telecommute.

As a consequence, most training has been online, with periodic virtual meetings held as a differentiating element with respect to the previous year. This way of working allows a change in mindset that allows the company to change its mindset and move with the times by holding meetings using online platforms and become more cooperative and flexible in our relationships.

Moreover, in Spain, Cellnex has implemented a specific action plan that includes health, organisational, and risk prevention/H&S measures to reduce the risk of contagion according to the COVID-19 safe protocol. This plan has obtained TÜV Safe Protocol 19 certification for the Corporate headquarters and Business Unit Spain in their territorial headquarters.

This information is explained in detail in Chapter 5: 5. Being a facilitator of social progress.

Social response: Cellnex's COVID-19 Relief Initiative

In the face of the unprecedented crisis caused by the COVID-19, Cellnex has acted proactively, allocating significant resources and concrete actions in social matters (collaborations with hospitals in Spain, Italy and France, and other actions with the different countries of the Group) to mitigate the effects of the pandemic. This collaboration is just one more expression of the company's sense of purpose, which goes beyond our responsibility to guarantee a solid and healthy return to shareholders and investors.

In this regard, the company has set up several collaborative projects in the countries where it operates under the project "Cellnex's COVID-19 Relief Initiative", a fund of 10 million euros over 2020-2021, 5 million of which is earmarked for medical research and 5 million for social action projects, especially focused on the most fragile and exposed groups and people, and to facilitate digital inclusion. This information is explained in detail in Chapter 5: Being a facilitator of social progress.

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2020: Staying on the path to transformation

Historical timeline of Cellnex's business model

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Cellnex owns an

Industrial model

to standardise the company's processes

Enabling a pan-European telecom infrastructure platform

Cellnex's Industrial model

Since its IPO in May 2015, Cellnex has carried out numerous growth projects involving companies and sites acquisitions. As a result, in these five years the company has gone from operating in a single country (Spain) to operating in ten countries, from being practically a single-product company to being a multi-product company, increasing its size by a factor of five and the volume of assets managed by eight, thus becoming the second largest wireless telecommunications infrastructure operator in the world.

Moreover, according to the last acquisitions in 2020, Cellnex will enter two new markets: Poland and Sweden, which will extend the geographic footprint of the Company. It will also result in Cellnex expanding its presence in the key markets of Italy, Ireland and the UK, in which the volume of assets under management will be doubled.

In this context, Cellnex owns an Industrial model, a methodology developed by the company to standardise the company's processes and therefore facilitate the integration of countries within the company's procedures. This methodology has been adapted to each integration made, allowing a swift deployment of multidisciplinary integration teams and ensuring business continuity whilst supporting expected growth.

Cellnex's Industrial model is implemented across all Cellnex business units and areas.

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In 2020

six integrations were developed in parallel

Together with the Industrial model, a new relational and functional model has been designed, under which the functions associated with the different Corporate Areas have been defined to achieve a homogeneous and scalable Relational Model, for establishing a reference functional framework. In this regard, the main tasks developed were:

  • • Updating the corporate functions and their relationship with countries.

  • • Reorganising functions and areas in line with the new organisational changes.

  • • Analysing and optimising possible overlaps of functions between different corporate areas.

    through industrial model

  • • Identifying potential areas for improvement.

Having defined these models, the differences between the Cellnex Industrial model and the new Business Unit processes can be identified faster while providing a better understanding of the benefits and impacts of each identified gap to determine its relevance.

The development of Cellnex's Industrial model allowed six integrations to run in parallel.

During 2020, integrations were carried out in France, Portugal, Netherlands, Ireland, UK, and Finland.

In this regard, different tools were developed on various pillars of the Industrial Model:

Commercial

Salesforce is the main tool in Cellnex's commercial process, where the commercial team is able to manage the entire sales cycle with the customer, from lead generation and monitoring of commercial activity to the preparation of commercial offers and closing of sales.

The main benefits of this system are:

  • • An improvement in commercial efficiency.

  • • Greater visibility for strategic decision-making.

  • • Greater ability to identify best practices and roll them out across markets.

  • • Cross-market product/business line information in real time.

  • • Global account visibility and management.

Operations

Agora is the system supporting most of the operations of the TIS business, and it is expanding to other businesses. In 2020 the tool was implemented in France, Spain and Corporation, and is expected to be implemented in the whole Group in 2021. It is worth highlighting the following characteristics:

  • • Homogeneous among all the business units.

  • • Scalable to fit new business requirements.

  • • Integrated with other company processes like financial, purchasing or sales.

  • • Connected to customers and vendors.

  • • Rapidly deployable and adaptable to a country's needs.

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Financial

Back-office financial system

Rollout of the back-office system, which is based on a best in class ERP. Among other processes, it allows an integrated management of financial, purchasing, and site processes. It is worth highlighting the following benefits:

  • • Real-time posting of economic events.

  • • Standardisation of the financial and procurement processes.

  • • Native integration for Landlord contracts.

  • • Advanced IFRS16 automatic calculations.

Prime project

Within the Global Governance section of Cellnex's transformation program, the initiative of the PRIME Project arises, with the main objective of defining and implementing the new industrial model for the Accounting and Administration functions of the group. PRIME Project defines an homogeneous and scalable model for all the countries enabling to capture efficiencies and absorb the fast growth of the group.

The project started in 2018 by defining the common target model from a processes, policies, systems and organization perspective. The defined model includes the outsourcing of administrative and lower value-added activities to an external partner, while keeping the activities with the highest added-value and their control inside the organization. During 2020 the project has been led by a transversal team from Finance, IT and Organization both from Corporation and the Countries. The model has been successfully implemented in six countries of the Cellnex group (Spain, the Netherlands, the United Kingdom, France, Switzerland and Italy) and this is expected to continue during 2021, incorporating new countries and companies recently added to the group.

e-Sourcing

The project consists of transforming the purchasing function by standardising and optimising purchasing processes among Cellnex group by rolling out an IT tool that support such processes making them more efficient, integrated with ERP and reducing manual tasks. Efficient management and quick interaction with suppliers.

The main benefits for the group are:

  • • Improving communication with suppliers.

  • • Portal to give autonomy, visibility and transparency to suppliers and allow electronic invoicing.

  • • User-friendly interface to create purchase orders to all Business Units by reducing time spent consulting de users' manual.

  • • Manage purchasing processes (Sourcing & Contracts) in a cloud environment with transparency and promoting competence among suppliers to seek efficiencies and savings.

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People

Job levelling is an organisational project focused on defining an exclusive job catalogue and common positions framework for all Cellnex Telecom Group that drives Talent and Global Mobility and delivers competitive rewards, while addressing business needs: talent attraction, engagement and key talent retention.

Job levelling is in permanent deployment, as the new incorporations are being integrated into job levelling. A salary benchmark has been carried out in all countries and is being completed in Ireland, Portugal and the UK.

Moreover, an assessment session is held for all people at the time of integration in a personalized way in order to help them in their integration process and personal development.

Cellnex Netherlands integration

During 2020, significant progress was made in the integration of the five Dutch companies (Shere, Alticom, Towerlink, Cellnex Netherlands and Breedlink), such as the deployment of Cellnex's industrial model. Cellnex Netherlands has defined and deployed a new functionally driven organisation grouping together employees from the different legal entities, who now work together in the same area.

Moreover, the process map has been aligned with the corporate model. Although the Corporate Process map covers almost 200 processes, Cellnex Netherlands has focused on the definition and alignment of the 45 key ones (not considering Finance and Purchasing that have been approached in parallel projects). A new governance model has also been defined.

In addition, Cellnex Netherlands is well advanced in the deployment of the tools that support those processes, such as Prime, Agora or Ariba.

In the human resources area, the Job levelling exercise has been implemented to put employees into Cellnex Blueprint Carrier Path, and job descriptions and responsibilities have also been defined.

Furthermore, an Employee Handbook has been created which defines rules, policies and benefits and aligns employee conditions. It also incorporates the main Corporate guidelines such as a Code of Ethics, Management By Objectives, Individual Development Programme, and Dutch Law specificities.

MyCompensa has been implemented in preparation for a Go live expected in January 2021. This platform brings together all the elements of remuneration, compensation and social benefits that Cellnex offers its employees, making it easier to access and manage this information freely.

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Arqiva integration in Cellnex UK

"On Tower UK Limited" is being integrated into the Cellnex group following the acquisition of Arqiva Services Limited by Cellnex UK. In July 2020, more than 247 employees joined the Group and the shared Services area was created, supporting both organisations. After a short period, the On Tower UK team was integrated into the previous team in the UK and a single joint organisational structure was implemented.

A detailed integration programme was established for implementation during the second half of 2020 and 2021. During the first phase of integration, employees were drafted into the group, bringing them on board and providing them all relevant tools (Intranet, Office accounts, etc.). All other relevant communications were made on the transaction to customers, suppliers and landlords and the Cellnex UK website was launched.

Moreover, the Group's financial and operational reporting model was introduced and a series of assessments (Operations, IT, ...) performed, with an analysis gap made between the model used by Arqiva and the Cellnex Industrial model and the associated implementation plan.

Additionally, at commercial level, product line training sessions were delivered to the local team to increase the portfolio of products and deploy Salesforce, giving them a greater vision of the UK market opportunities. In Legal & Regulatory affairs, the Cellnex model is already in place (powers of attorney, board members, insurances, etc.).

The team is currently working to implement the industrial model at Finance level; SAP is being deployed; and administration and accounting services are being outsourced to the group's partner (PRIME project) to be achieved by the first half of 2021. On the Operations side, the Agora tool is being implemented with new processes to be defined by the first half of 2021. Likewise, a renegotiation plan for income has already been defined and will be implemented in January 2021. Various other IT projects are ongoing and the plan for exiting the TSA during 2021 is being executed.

Regarding HR, consultation processes took place for office moves, the job levelling project was completed and the career development assessments and approach to employee objectives (MBO Process) began. The UK headquarters office in Reading was selected and employees are expected to be relocated during the first half of 2021.

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As a team, we adapted very quickly to the new circumstances, maintained our focus and commitment to deliver the best results to all of our stakeholders. I feel very proud and grateful to be part of this team that is helping to build Cellnex's history.

João Ulrich, Legal Adviser, M&A and Corporate Finance

Cellnex Portugal

Workplace is seen as a

space to connect

Omtel and OnTower integration in Portugal

During 2020 Cellnex consolidated its presence in the Portuguese market by acquiring two companies. Cellnex acquired the full share capital of OMTEL,

Portugal's main independent Portuguese Tower Company in January, followed by On Tower Portugal in September.

Cellnex Portugal currently has more than 5,000 telecommunications sites located in urban, suburban and rural areas spread across mainland Portugal,

Madeira and the Azores. Cellnex Portugal's Team is highly experienced and diversified, dedicated to efficiently supporting its growth and commitment to service excellence. Initially, the company's workforce comprised 29 employees, increasing to 55 following Cellnex Portugal's expansion.

OnTower PT's organisational structure was initially integrated within Omtel's organisational structure, with staff only incorporated into the Operations area.

The integration of Omtel was completed by the end of the year and the Integrations team had already handed over to local team to finish integrating and executing the pending tasks, mainly related to the IT and Finance areas.

In short, many benefits were achieved for the country during this year of Integration. In the Commercial area, the team deepened local understanding of product and business lines through training sessions and ensured an efficient track of opportunities by deploying Salesforce. In the HR area, employees widened their opportunities for career development and progression due to

Cellnex's growth, the job levelling process was carried out and the MBO definition of 2021 will be started through the formal Corporate process. In relation to operations, a unified access and NOC solution was provided along with a unified process for site lease renegotiation approvals trough the deployment of WeCal. Finally, IT support was ensured and the Corporate applications are being rolled out.

The Portugal team is currently focused on achieving the implementation of the Cellnex Industrial model (mainly SAP, Agora and Prime) for Omtel and OnTower PT.

Workplace

The corporate buildings area has been renamed Global Workplace, a project that seeks to change the way of working through spaces, taking another step towards a more collaborative culture.

The COVID-19 pandemic has upended everybody's lives and has radically changed how Cellnex thinks about the office space. What matters the most today at the office is having space to effectively connect with colleagues, whether by chance or intentionally. Key workplace settings include different shapes of meeting rooms and project spaces to fulfil specific needs to accomplish work.

Cellnex's new offices and workplaces are more flexible, more intentional and more focused on productivity. This year Cellnex has been working on several projects in corporation and countries with the main objective of developing a consolidated image for all Cellnex offices and ensuring all Cellnex employees have the same experience in their workplace.

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New offices in 2020

New offices in France and Netherlands were opened during 2020, allowing the integration of the various Business Units in the same space, thus facilitating and promoting a common corporate culture.

The employees of Cellnex France, On Tower, Nexloop, Springbook and other french entities were move to a new office. This office is located in the ARDEKO building in Boulogne-Billancourt, a privileged location in the west of Paris, along with other major companies.

The Ardeko office building has equipment like air conditioning, ventilation and heating that were custom designed according to the size of the building and the insulation capacity of its materials. ARDEKO's environmental objectives are very strict and thus meet the most exacting standards and certifications: HQE®, BBC and LEED PLATINUM Level. There are also bicycle parking spaces (equipped with changing rooms and showers) as well as charging stations for electric vehicles.

New offices in 2021

An

UK's major customers. The location was also selected because it helps to minimise Cellnex's environmental impact through its excellent public transport links and outstanding environmental design standards.

Also, Cellnex is designing a new corporate office in Barcelona in BcnFira District, where Cellnex will occupy the 14th to the 21st floors of a multitenant building. The new corporate headquarters in Barcelona will be located in an innovative and ecological building with outstanding characteristics.

  • • Well Gold Certification: The Building (core&shell) and offices (interior), will have the Well Gold Certification, a leading tool that leverages the comfort and wellbeing and health of the occupants through design.

  • • Smart Building: a project running in parallel to the office design that aims to manage the workspaces in a more efficient and intelligent way. The installation of small devices (sensors and QR) around the office, will allow various parameters and values such as temperature, HVAC,Spaces in the office: individual workstations become less important while collaboration areas are enhanced. The office is now seen as a meeting point, a social and relational space. Meeting rooms of different sizes and formats and project areas are the spaces employers demand the most.

the integration of the various Business Units in the same space, thus facilitating and

, On Tower, Nexloop, Springbook and other

RDEKO

Billancourt, a privileged location in the west of Paris, along

TheArdekooffice building has air conditioning,

ventilation and heating were custom designed according to the size of the building and the insulation capacity of its materials. ARDEKO's environmental objectives are very strict and thus meet standards and cations: HQE®, BBC and LEED PLATINUM Level. There are also icycle parking spaces (equipped with changing rooms and showers) as well as charging stations for electric vehicles

New offices in 2021

A new office in the UK is planned for March 2021, close to almost all Cellnex

excellent public transport

Cellnex is designing a new corporate office in Barcelona in BcnFira District,

will be located in an innovative

Well Gold Certification: The Building (core&shell) and offices (interior),

leading tool that leverages the

rt Building: a project running in parallel to the office design that aims to manage the workspaces in a more efficient and intelligent way. The installation of small devices (sensors and QR) around the office, as temperature, HVAC,

CO2, occupancy and presence to be controlled

  • • Spaces in the office: individual workstations become less important while collaboration areas are enhanced. The office is now seen as a rooms of different sizes and formats and project areas are the spaces employers demand

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Organisational structure of the Cellnex group

As of 31 December 2020, the organisational structure of the Cellnex group is as follows:

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Business model

Cellnex has made a firm commitment to developing its network, which comprises c. 128,524 sites and positions the company to develop next generation networks. Cellnex offers its customers a range of services to guarantee the conditions for reliable and high-quality transmission of voice, data and audio-visual contents.

Cellnex provides infrastructure management services for wireless telecommunications to the following markets:

As it expands its presence across the territory, Cellnex also increases its portfolio of services. In this regard, Telecom Infrastructure Services continues to be the service with the greatest relative weight in the group's 2020 Income statement, as a consequence of the acquisition and integration of new telecom sites.

Contribution in income as of 31 December 2020

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Telecom Infrastructure Services (TIS)

Cellnex has strategically located infrastructure to offer maximum coverage in both urban and rural settings, providing a service with a high level of quality, availability and network stability thanks to appropriate climate control, assisted power supply systems and automatic alarm detection systems.

Cellnex improves

efficient use of resources

by facilitating the sharing between the major telephone operators

In this way, Cellnex offers co-location services in its infrastructure to mobile phone operators so that they can install their wireless broadcasting and telecommunications equipment there. Cellnex Telecom facilitates sharing between the major telephone operators, which allows for the maximum and efficient use of the installed network capacity, minimising redundancy and duplication. Thus, this model is characterised by its reduced impact and presence in the urban area, and therefore improves efficient use of resources such as energy, which in turn reduces the carbon footprint.

Moreover, Cellnex Telecom has set up a large network of nodes, extensive coverage by means of radio links and a private connection to the Amazon cloud infrastructure to offer the most advanced data transportation and hosting services.

COVID-19 agreement for connectivity for people and companies

Faced with the COVID-19 situation, an agreement was signed between the Spanish Government and the main telecommunications companies operating in Spain (such as Cellnex Telecom) by which they undertake to make the greatest efforts to guarantee connectivity, operation and supervision capabilities of the networks and fast response to incidents, especially with regard to networks that support emergency services.

The contract between Bouygues Télécom and nexLoop France started on May the 29th 2020.

We quickly proved our client that we were able not only to integrate documentation, but also to challenge them on the roll out quality and engineering aspects. This legitimacy we gained was an important step for the partnership and the confidence of Bouygues Télécom.

Vincent Burgert, Managing Director

Cellnex France

In addition, the operators undertake to take special measures to extend services associated with the mobile phone connectivity contracts of private, self-employed and small business customers, at no additional cost to the user, always subject to proper use of the service that does not jeopardise the general provision of the service.

They also undertake to keep customer service channels active, to enrich the audio-visual packages offered to their users with additional content and to contribute to the measures developed by the Administration to promote remote- work, distance learning and e-health.

Roll-out of a Fixed and Mobile Transport Fibre Network

Cellnex France and Bouygues Telecom have reached a strategic agreement to roll out a national fibre optic network in France to provide mobile and fixed fibre-based connectivity and especially accelerate the roll-out of 5G in the country.

Planned investment up to 2027 stands at up to €1.1 billion, which will be used to roll out a network of up to 31,500 km., interconnecting the telecommunications rooftops and towers providing service to Bouygues Telecom (5,000 of which belong to and are operated by Cellnex France) with the network of "metropolitan offices" for housing data processing centres (Edge Computing).

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Datacentres

CJ2, one of the leading corporate hosting service providers in the north of the Netherlands, has expanded the capacity of its data processing centre (datacentre) located at the Cellnex telecom & data tower in Hoogersmilde. The

Dutch company has launched a "second floor" in the building to accommodate the growing demand for co-location services and datacentres in the region.

Installation of a multi-operator 4G tower

Val d´Europe Agglomeration, SANEF, and Cellnex France are collaborating on the establishment of an operational multi-operator tower in the International Business Park in order to strengthen mobile telephone coverage of the territory.

DAS and Small Cells

A distributed antenna system (DAS) is a network of spatially separate antenna nodes connected to a common source via a transport system that provides wireless services within a geographical area or a building. DAS can be installed in buildings to boost wireless signals inside them, which is why they are often located within large facilities such as stadiums or company premises.

Cellnex uses DAS systems and provides DASaaS ("DAS as a Service") using an end-to-end approach, to improve coverage and repeater capacity of the mobile radio signal in specific areas serving mobile operators, both with structures dedicated to a single operator and in multi-standard/multi-frequency and multi-operator "neutral host" mode, since a single antenna can distribute the signal for several frequencies and several operators simultaneously. This structure provides more efficient use of energy, reducing the carbon footprint.

5G could deliver

social value

across the sustainable development goals

The DAS and Small Cells systems are one of the core infrastructures from which the new 5G communication standard will be rolled out. The roll-out of 5G could deliver social value across the Sustainable Development Goals, mainly by contributing to good health and wellbeing, in addition to enhancing infrastructure, promoting sustainable industrialisation and fostering innovation. Other key areas in which social value can be created through 5G include contributing to responsible consumption, enabling sustainable cities and communities, and promoting decent work and economic growth.

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Distributed Antenna Systems at hospitals

Cellnex Italy designed and installed a specific DAS system to address the specific hospital environment challenges. The system consists of many branches, including the extension of the indoor area, which prevents from having just one active device. The system is divided into many sectors, each one consisting of one or more remote unit equipment (modulation and amplification), located in the technical room. The radiating points are installed strategically in the building.

This system was implemented in various hospitals in 2020. The most outstanding projects were Ospedale San Raffaele (Milan), Ospedale Niguarda (Milan), Ospedale Pasquinucci (Massa Carrara), Ospedale IDI (Rome), Ospedale Borgo Trento (Trento) and Ospedale Chioggia (Venice).

Likewise, Cellnex Portugal implemented a new DAS solution in the hospital VNGaia, one of the biggest cities in Portugal. In this project, a DAS with 33 indoor antennas was installed and the addition of four indoor antennas is contemplated to meet the defined coverage objectives. The DAS solution is designed to be extended to other floors of the building.

DAS at Stadiums

Cellnex has deployed a Distributed Antenna System (DAS) at Manchester City's

Etihad Stadium to provide enhanced 4G connectivity throughout the premises of the sporting venue. Initially, Vodafone and O2 customers can benefit from this enhanced connectivity, although the design of the installation will allow other operators set to be connected in the future. Likewise, the system is ready for the future arrival of 5G.

Cellnex Italia has installed and tested its multi-operator DAS (Distributed Antennas System) communications system for the transmission of all technologies, up to LTE+, at Rome's PalaLottomatica sports arena, making it possible to provide mobile connection services that guarantee users both a high performance in terms of data transmission capacity and a large number of simultaneously connected users.

It has also designed and installed a specific DAS system in San Siro Stadium in Milan. This DAS system is made up of more than 100 active devices (remote units) connected to more than 150 antennas, implementing radiating points.

Each radiating point illuminates a part of the stadium with an MNO's sector, enhancing the system capacity.

Likewise, Cellnex Italy developed DAS projects in Olimpico Stadium (Rome) and Juventus Stadium (Turin).

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5G network in BASF's production centre

Cellnex Spain will be in charge of installing and deploying a 5G trial network in BASF's production centre in Tarragona, on which various use cases related to the industrial operations of the plant will be developed. BASF has identified 5G as one of the key technologies for its digital transformation process.

Car parks

Cellnex Spain has equipped the 40 B:SM car parks in Barcelona with DAS (Distributed Antenna Systems) technology to provide them with 3G and 4G mobile broadband coverage, scalable to 5G in the future.

From now on, users of these car parks will have greater connectivity when making calls, browsing the Internet and using new value-added services such as access to shared vehicles, the use of recharging points via mobile phones or the use of electronic commerce collection points.

In total, more than 500 small antennas have been deployed across the 40 car parks. The investment totals 1 million euros and includes the design, deployment and maintenance of the infrastructure.

Shopping centres, Convention centres, Skyscrapers, Hotels and Resorts

In the Elnos Shopping Centre, in Brescia (Italy), Cellnex Italy designed and deployed a specific DAS system, compromising many active devices (remote units) connected to antennas, implementing radiating points. The system consists of many branches covering all common indoor commercial areas. The system is divided into many sectors, each of which has one or more remote unit equipment (modulation and amplification), located in the technical room. The radiating points are installed strategically in the building.

Moreover, Cellnex Italy developed similar projects in Arese Shopping Centre (Milan) and Maximo Shopping Centre (Rome).

5G mobile network at IESE Business School

Cellnex Spain will provide a 5G mobile network on the IESE Business School Barcelona campus to investigate how this technology could improve the educational experience. For example, one of the programmed actions combines edge computing with a small 5G cell and augmented reality glasses, allowing a computer-generated game to be played in any environment.

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Transport networks

In 2020 Cellnex Spain strengthened its portfolio of telecommunications infrastructures that it manages for transport networks and suburban environments. In this connection, Cellnex acquired Indra's stake in Metrocall (60%), the neutral operator providing the mobile connectivity service in the Madrid suburban network. The remaining 40% of Metrocall will continue to be owned by Metro de Madrid.

5GMED Project

Cellnex participates in the 5GMED project, which concerns the railway and motorway between Figueras and Perpignan. 5GMed will develop and improve cross-border 5G application scenarios within advanced automated connected and cooperative mobility services and the future railway mobile communications system.

The 5GMED project will be developed through four pilot projects: automated remote driving; advanced traffic management; continuity of on-board business services during cross-border rail changes; and infotainment with augmented reality for autonomous cars and railways.

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The Telecom Infrastructure Services site portfolio at 31 December 2020 is summarised below:

Framework AgreementProjectNº of Sites acqui redBeginni ng of the contrac t

Telefónica Telefónica and Yoigo (Xfera Móviles)Telefónica

Business combination

Telefónica and Yoigo (Xfera Móviles)

Telefónica Neosky Telefónica

Business combination Business combinationBouyguesBusiness combinationBusiness combinationK2WBusiness combination

TowerCo AcquisitionAsset purchaseShere Group AcquisitionOn Tower Italia AcquisitionAsset purchaseSwiss Towers Acquisition

  • Babel 1,000 2012

  • Volta I 1,211 2013

Volta II

Volta IIIVolta Extended I Neosky

Volta Extended II Galata Acquisition Protelindo AcquisitionBusiness combination Others SpainMasmovil SpainLinkem

Business combination Business combination Business combination Business combination Business combination

Business combination

Business combinationBusiness combinationBusiness combinationBusiness combination

Orange Spain Business combination Business combination

Infracapital Alticom subgroup AcquisitionAsset purchaseAsset purchaseAsset purchase TMI Acquisition Sintel Acquisition BRT Tower Acquisition DFA Acquisition

Video Press Acquisition

On Tower Netherlands Acquisition

Swiss Infra AcquisitionCignal Acquisition

Business unit from Iliad Italia, S.p.A.

On Tower France Acquisition

Asset purchase Omtel AcquisitionArqiva Acquisition

530 321

2014 2014

113

2014

1,090

7,377

300

10

2014 2014 2015 2015

261

  • 2012 +15 (KPN)

  • 2016 +12 (T-Mobile)

2016 -4.074 4

  • 2017 25+5+5 (3)

2018

1,042

  • 2011 +15 (KPN)

  • 2015 +10 (T-Mobile)

  • 2015 +15 (Tele2)

11

  • 2014 9+9 (Wind)

  • 2015 9+9 (Vodafone)

32

2017

2,239 2017

274 2019

30

45 36 375

Initial Terms +

Renewals (1)

10+10+5 10+10+5 (Telefónica) Until 2030+8

(Yoigo)

10+10+5

Until 2038

10+10+5 (Telefonica)

Until 2030+8

(Yoigo)

10+10+5 10+10+5 10+10+5 15+15 (Wind) (2)

20+5+5+5 /

20+5 (3)Various 20+10+10 (Sunrise Telecommunicati ons) (4) 20+10+10 (Sunrise Telecommunicati ons) (4)

2017

Various

2017 15+10

2018 15+10

2018 20+10

551 85

2017 18+3

2018 6+7

426

15

30

3

9

8

2018

2018

2018

2018

2018

2019

10+10 Various Various Various Various Various

114

2019

7 (5)

2,802

2019

20+10 (6)

656

2019

20 (7)

2,173 6,234

2019 2019

20+10 (6)

20+10 (6)

1,500 3,086 7,385

2019 2018

10+10+1 (8)

20+5 (9)

2020

10+1+1+4 (MBNL/EE) (10)

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2014

2024 (CTIL) (10)Business combination Business combinationNOS Towering Acquisition

1,966

2020

15+15 (11)

Hutchison Austria Acquisition

4,470

2020

15+15+5 (12)Business combinationHutchison Ireland Acquisition

1,125

2020

15+15+5 (12)Business combinationHutchison Denmark Acquisition

1,317

2020

15+15+5 (12)Business combinationSmall M&A

98

2020

Various

Shared with broadcasting business

Others

1,682 68

(1) Renewals: most of these contracts have clauses prohibiting partial cancellation and can therefore be cancelled only for the entire portfolio of sites (typically termed "all or nothing" clauses), and some of them

have pre agreed pricing (positive/negative).

(2) The initial term of the MSA with Wind is 15 years, to be extended for an additional 15-year period

(previously confirmed), on an "all-or-nothing" basis. The fees under the MSA with Wind are CPI-linked.

(3) In accordance with the agreements reached with Bouygues during 2016 - 2020, at 31 December 2020

Cellnex had committed to acquire and build up to 5,400 sites that will be gradually transferred to Cellnex up to 2024 (see Note 7 of the accompanying consolidated financial statements). Of the proceeding 5,400 sites, a total of 4,078 sites have been transferred to Cellnex as of 31 December 2020 (as detailed in the previous table). Note that all Bouygues transactions, like most of the BTS programmes Cellnex has in place with other MNOs, have a common characteristic "up to" as Bouygues does not have the obligation to reach the highest number of sites. During 2016 - 2017 have been signed different MSA's with Bouygues in accordance with the different transactions completed (Glénan, Belle-Ille, Noirmoutier). All MSAs have an initial term of 20/25 years with subsequent renewable three/two 5-year periods, on an "all-or-nothing" basis. In relation to the MSA signed with Bouygues in 2018 (Quiberon transaction) the initial term is 20 years with subsequent renewable 5-year periods (undefined maturity).

(4) The MSA with Sunrise have an initial term of 20 years with two 10-year periods (undefined maturity), on an all-or-nothing basis.

(5) Contracts with customers are index-linked to the CPI and have an average duration of approximately seven years to be automatically extended (undefined maturity).

(6) The MSAs with Iliad and Salt have an initial term of 20 years, to be automatically extended for 10-year periods, on an all-or-nothing basis, with undefined maturity.

(7) Contracts with customers are index-linked to the CPI, have an average duration of c.20 years and a significant probability of renewal due to the portfolio's strong commercial appeal and limited overlap with

third party sites.

(8) Orange Spain is the main customer of this portfolio of telecom sites, with which Cellnex has signed an inflation-linked Master Lease Agreement for an initial period of 10 years that can be extended by one subsequent period of 10 years and subsequent automatic one-year periods, on an "all-or-nothing" basis.

(9) The initial term of the Omtel MSA is 20 years, subject to automatic extensions for additional five-year periods, unless cancelled, on an "all-or-nothing" basis, with undefined maturity. The fees under the Omtel MSA are CPI-linked.

(10) The initial term of the MSA with MBNL and EE is 10 years with three extension rights. The duration of the MSA with CTIL is until 2024 (at least two years before, extension to be discussed).

(11) The NOS Towering MLA have an initial duration of 15 years, to be automatically extended for additional 15-year periods, on an "all-or-nothing" basis, with undefined maturity. The fees under the NOS Towering

MLA will be CPI-linked.

(12) The initial term of each CK Hutchison Continental Europe MSA is 15 years, with possible extensions for a further 15-year period and subsequent 5-year periods, on an "all-or-nothing" basis (same duration for all countries). The fees under the CK Hutchison Continental Europe MSA are CPI-linked.

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During the COVID-19 pandemic Cellnex was able to provide a

very high level of continuity (SLA)

when distributing and transmitting television and radio signalsCellnex developed

innovation technological solutions

to smart cities

Broadcasting Infrastructure

Cellnex services consist of distributing and transmitting television and radio signals, and operating and maintenance of broadcasting networks, providing connectivity for media content, hybrid broadcast-broadband services, and over-the-top (OTT) streaming services. Providing broadcasting services has allowed Cellnex to develop unique know-how and expertise that has helped to develop the other services in its portfolio.

Cellnex is aware that both television and radio are essential means of communication for the population and constitute a powerful tool for information and entertainment. To this end, Cellnex is organised to provide a very high level of continuity (SLA) and has made an effort to grant the continuity of the signals during the pandemic period.

In 2020, Cellnex carried out the "second digital dividend" (2DD) which consisted of releasing Digital Terrestrial Television (DTT) broadcasts from the 694 to 798 megahertz frequency (UHF channels 48 to 60 included) for the roll-out of the 5G network.

Cellnex engineers and technicians worked for 12 months to adapt more than 2,800 sites, some in very remote locations and others with various actions due to technical complexity to minimise the impact on 37.5 million users. All of this was achieved without interrupting the continuity of television signals even during the pandemic.

Now that DTT occupies less bandwidth, it is more efficient in spectrum because channels have been grouped and geographical areas joined according to the orography so that the same frequencies serve more areas. Cellnex executed the entire 2DD process with total success.

LOVEStv

The LOVEStv streaming platform, in which Cellnex Spain is the technological provider, was designed as an open platform that can easily integrate any broadcasters wishing to enrich its content offering.

Two important new features were included in 2020: the option to watch the programme from the beginning (start over) and the option to watch the programmes streamed in the last seven days (catch-up).

Cellnex ned as te any ering.

tch the ch the

Network Services and others

Cellnex Telecom provides the infrastructure required to develop a connected society. Cellnex provides integrated and adaptable solutions to make the Smart concept a tangible reality and improve the management of both urban and rural areas.

Regarding Wireless Broadband, the Cellnex Telecom service includes everything from design, deployment, operation and maintenance of WiFi and mobile telephony networks (2G, 3G, LTE/4G) up to roaming and off loader services, a technique which comprises the installation of WiFi access point Adesal Telecom, the Valencian companies to divert data consumption there and decongest the cellular network.

Moreover, thanks to its commitment to the development of Smart solutions, Cellnex Telecom operates a cellular data network specifically dedicated to the Internet of Things, allowing the connection of objects powered by a long-life battery, and therefore has low power consumption, a long range and low cost. The network naturally maintains the integrity and security of the data transmitted. In an environment in which any object could be integrated within an information network and play a role in business processes, the security and privacy of data become a fundamental cornerstone of connectivity. To develop this innovative network, Cellnex Telecom selected the LPWA (Low Power Wide Area) technology provided by the French company SIGFOX, the characteristics of which correspond to the 4Ls constituting the critical points of the IoT: Low Power, Long Range, Low Traffic, and Low Cost.

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Regarding Smart Cities solutions, Cellnex Telecom provides centralised management of services using a platform equipped with the tools required to minimise response times, always optimise resources and provide an overview of events in the various systems connected. The platform integrates both interactions via messages, emails or calls by users of the connected Systems, and the information provided by sensors or video cameras, as well as data from social networks.

As a result of the priority for the sustainable development of cities, Cellnex Telecom has developed innovative technological solutions around the concept of Smart Cities that specifically aim at allowing cities to make more efficient use of resources so as to improve the quality of life of citizens and reduce their environmental footprint, thanks to information and communication technologies (ICT). An example is the irrigation management system in cities, which combine data from satellites with those from terrestrial sensors, enabling savings of between 15 and 20% and a reduction in water consumption of up to 35%.

IoT for Smart and Connected countries

Cellnex Telecom and Everynet, a leading provider of IoT connectivity solutions, have reached an agreement to jointly promote the roll-out of new Internet of Things (IoT) networks in Italy, the United Kingdom and Ireland. These IoT networks, based on LoRaWAN technology, will be deployed through Cellnex's extensive telecommunications infrastructure network in these three countries, based on Everynet solutions for IoT networks.

Multiple IoT solutions will be implemented in Cellnex's infrastructure network, including those aimed at Industry 4.0 for the tracking or monitoring of assets throughout its value chain, Smart Cities, and even Smart Parking to contribute to the digitalisation of mobility and optimising the use of roads and public spaces, as well as the creation of a platform for a test environment and experimental cases that will allow the development of an ecosystem with new future applications.

It is also expected to include Social and Facility Management or Environmental Management solutions, to contribute to the development of smart cities in these three countries and the improvement of the wellbeing of their citizens, through sensorisation and monitoring of comfort and consumption levels of any kind of environment -indoor or outdoor-, or in any type of building; as well as the transmission service and data capture through these high-capacity networks deployed in the territory.

IoT & Smart

Cellnex Spain has continued pushing for IoT & Smart Business, affording Cellnex Spain several opportunities for IoT for water management and Smart Platforms for several municipalities, which includes sensorisation, data transmission and Smart-IoT Platform which provides real-time information and to remotely manage and call for action if needed.

Innovation

A culture of innovation has been in place at Cellnex for many years, enabling to stay at the forefront of a rapidly changing world of telecommunications. In this sense, Cellnex has created an internal and external ecosystem with the aim to identify new customer needs and new business opportunities, creating new markets and maintaining its corporate value in the long term.

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Cellnex's

culture of innovation

In 2020 Cellnex spent €0,9 million on R&D+I investment projects, enabling to stay one step ahead of the radical changes in our industry, including 5G, Internet of Things or Telecom Infrastructure Services. The innovation strategy of the company can be classified in three work lines: the site of the future, broadcast evolution and portfolio enrichment activities

Spearheading innovation at Cellnex are two interconnected areas that work closely together, innovation and product strategy. In innovation area, the company works on design technical solutions to incorporate to into innovation projects. During 2020, thirteen innovation projects in cooperation with the Public Administrations have been developed.

In product strategy area, Cellnex develops new products to enrich Cellnex portfolio in order to improve the service offering to existing customers and new potential customers. Together with these areas, Cellnex is driving open innovation to explore external capabilities to be introduced into new potential products either from start-ups or other relevant corporations while sharing knowledge and making innovation accessible to other internal areas, such as business or operations

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Cellnex joined the

Europe in motion initiative

In this regard, Cellnex participated in Madrid in Motion, a mobility hub with Madrid City Council and the local transport authorities that aims to solve key mobility challenges by identifying start-ups and innovative solutions able to generate value with a real impact on the city. At the same time Cellnex joined the Europe in motion initiative, expanding the scope of the mobility and innovation principles of Madrid in motion.

Moreover, the company collaborated in The Collider, an entrepreneurship programme from Mobile World Capital. The programme is designed to identify early-stage technological initiatives so the programme can provide the business and economic support.

In the same line of innovation, Cellnex joined the Telecom Infra Project, a global community of companies working together to accelerate the development and deployment of open and disaggregated technology solutions to deliver high quality connectivity. Cellnex is currently engaging in some initiatives with TIP mainly in Ireland.

Under the umbrella of the UK 5G Create project, Cellnex is working with the British Consulate to scout for start-ups and middle-sized companies that can benefit Cellnex's value chain.

Cellnex also participated in Enterprise challenge, a programme organised by the BEST (Barcelona Education in Science and Technology) Foundation, which fosters Open Innovation through collaboration between companies and universities.

In order to be a key stakeholder in the upcoming technologies, Cellnex is scouting and developing products in several strategic areas such as:

  • • Open RAN

  • • Edge computing

  • • Next generation central office

  • • Non terrestrial networks

Furthermore, Cellnex participated in international fora and research centres and cooperated with Universities. Cellnex is currently a member and active participant in international associations such as GSMA, TIP, Small Cell Forum, DVB, HbbTV, 5G MAG, and others.

The company is also a key technological player at global level, as it is part of the board and cooperates with several Research Centres and Universities: Eurecat, i2Cat, Gradiant, Tecnalia, the University of Bristol and many others.

Embracing the heritage of Cellnex, the product strategy department continued enhancing Media Services such as HbbTV services as well as his flagship application, Loves TV. This year also supposed a milestone in Ultra High Definition, with the first 8K transmission enabled by Cellnex.

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During the year, Cellnex contributed more than 20 pilot projects and use cases for the development of 5G out of a total of 200 5G applications that are being tested in eleven industries across the European Union. The 5G Catalunya project stands out in this regard.

Mobility Lab

The Mobility Lab project has been up and running since 2018. This project is an experiment at the Circuit Parcmotor Castellolí in Barcelona for communications between cars and roads in rural environments. The operator has equipped the venue with the necessary infrastructure and technology to allow users and customers to test new products and services in the field of intelligent mobility and vehicle connectivity in a controlled, safe and sustainable way.

Cellnex has equipped the circuit with broadband connectivity by rolling out a wireless network with coverage throughout the premises, high-definition cameras for monitoring vehicles on the track and units onboard the cars themselves for the transmission of telemetry, video and voice. The facilities also have an IoT (Internet of Things) network, which allows data to be managed and analysed, including the state of the track or environmental parameters. All these elements aim to test solutions linked to connectivity (IoT, 5G and connected/autonomous vehicle) and are designed especially for non-urban or semi-rural environments

Some innovation projects contribute to attain

SDGs

Moreover, Cellnex has developed innovation projects which drive breakthroughs that contribute to achieving the Sustainable Development Goals, notably inclusive connectivity, digitalisation and quality education projects.

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Consolidation in Europe

Since the Shares were admitted to listing on the Spanish Stock Exchanges in May 2015 and until the date of this Consolidated Management Report, the Company has entered into numerous transactions by virtue of which the Company has invested or committed to invest approximately €34 billion in the acquisition or construction of up to 109 thousand infrastructures to be acquired or built by 2030 once the Iliad Poland Acquisition, the CK Hutchison Holdings Pending Transactions, the T-Mobile Infra

Acquisition and the Hivory Acquisition (all as defined herein, and in the section "Post balance sheet events" of the accompanying Consolidated Management Report) are

closed (which, together with the infrastructures already owned at the time of such listing, amount to an aggregate of up to 120 thousand infrastructures).

During 2020, due to the onset of the coronavirus crisis in Europe, Cellnex has adapted to an unprecedented situation and has managed to deliver on its organic and inorganic strategy whilst maintaining full financial flexibility. In this context, the results of 2020 include the effect of both business continuity with sustained like-for-like growth and the significant expansion of the Group due to the acquisitions undertaken in 2019 and 2020, which has translated into substantial growth in revenues, adjusted EBITDA and recurring leveraged free cash flow.

As explained below, during 2020, the Group announced two acquisitions in Portugal: the Omtel Acquisition (completed in January 2020) and the NOS Towering Acquisition (completed in September 2020). During this year, Cellnex also strengthened its presence in France through a new agreement with Bouygues Telecom to roll out a fibre network (Fibre to the tower, fibre to the antenna and fibre to the Small Cell) to boost the 5G ecosystem.

In the UK, Cellnex received the necessary approval from the Competition and Markets

Authority ("CMA") to acquire Arqiva's telecommunications division, which was completed

in July 2020. The project, which was announced in October 2019, involves integrating approximately 7,400 sites and the marketing rights of approximately 900 sites across the UK, involving an investment of GBP 2 billion.

In Poland, Cellnex reached an agreement with Iliad ("Iliad") to acquire a 60% controlling

stake in a new Polish telecommunications tower company which will own Play

Communications' tower portfolio in Poland (the "Iliad Polish Acquisition").

On 12 November 2020, Cellnex announced it had reached an agreement with CK

Hutchison Holdings' for the acquisition of Hutchison's European tower business and

assets across six countries by way of six separate transactions (one transaction per country). Combined, the agreements contemplate a total headline consideration (subject to certain adjustments) of approximately €10 billion. The transactions in Austria, Ireland

and Denmark were completed in December 2020.

In accordance with the above, the main changes in the consolidation perimeter, together with assets purchased during financial year 2020 are as follows:

Portugal

OMTEL Acquisition

In January 2020 Cellnex acquired 100% of the share capital of Belmont Infra Holding, S.A. from Belmont Infra Investments B.V. and PT Portugal SGPS, S.A. (sellers of 75% and 25%, of the share capital, respectively) (the "Omtel Acquisition"). The acquisition, additionally, comprises the roll-out of approximately 500 sites by 2023, which could be increased by up to 250 additional sites by 2027.

OMTEL currently manages a portfolio of 3,000 sites that account for around 25% of the telecommunications towers on the Portuguese market.

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NOS Towering Acquisition

Cellnex reached an agreement with the Portuguese mobile operator NOS for the acquisition of 100% of NOS Towering. The transaction initially involved 2,000 telecommunications sites. This is a portfolio of telecommunication towers and rooftop antennas, located in urban (40%), suburban and rural (60%) areas throughout the country.

Under the agreement, Cellnex and NOS have signed an initial 15-year contract, extendible by successive additional 15-year periods, under which NOS will continue to use the sites that Cellnex will operate, locating its voice and data signal transmission equipment there. Likewise, the agreement also foresees the increase of the perimeter by up to 400 new sites over the next six years.

France

In the first half of 2020, Cellnex and Bouygues Telecom reached a strategic agreement through which they became shareholders of Nexloop, a newly incorporated company (49% owned by Bouygues Telecom and 51% owned by Cellnex). This company will deploy a national fibre optic network in France to provide mobile and fixed networks based connectivity and especially accelerate the roll-out of 5G in the country. The agreement comprises the roll-out of a network of up to 31,500 km., including the interconnection of the telecommunications rooftops and towers providing service to Bouygues Telecom (approximately 5,000 of which some of them belong to and are operated by Cellnex) with the network of "metropolitan offices" for housing data processing centres (Edge Computing). The agreement covers the deployment of up to 90 new "metropolitan offices". The estimated investment up to 2027, amounts to up to approximately €1.1 billion.

United Kingdom

Arqiva Acquisition

In July 2020, was completed the acquisition of Arqiva by Cellnex for a total consideration of approximately £2 billion. The transaction comprises 7,400 of Arqiva's cellular sites, including masts and towers as well as urban rooftop sites, and the right to market a further 900 sites across the UK. The acquisition continues Cellnex's investment in the

UK and follows on from its previously announced long-term strategic agreement with BT in June 2019, through which Cellnex obtained the rights to operate and market 220 high towers located throughout the UK.

Finland

Agreement to acquire EDZCOM

Cellnex reached an agreement to acquire 100% of the shares of Ukkoverkot Oy, the parent company of EDZCOM, to become the sole owner of the Edge Connectivity solutions provider. Following its acquisition by Cellnex, EDZCOM will retain its brand and continue to execute its strategy with its current leadership and team. EDZCOM designs, builds and operates private wireless networks for industrial customers, mainly in manufacturing, ports, oil and gas, energy generation and mining. EDZCOMs solutions are designed and built for the customer, guaranteeing high performance of business-critical communications, and are operated by the customer via dashboard ensuring 100% customer control.

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Poland

Agreement with Iliad

In October 2020, Cellnex reached an agreement with Iliad to acquire a 60% controlling stake in the company that will operate Play's c.7,000 telecommunications sites in Poland.

Cellnex will invest c.€800 million in acquiring the 60% stake, while the remaining 40% will continue to be owned by Play (Iliad) in line with the model that Cellnex and Iliad previously agreed for the sites formerly operated by Free (Iliad) in France.

The new Polish telecommunications tower company could invest up to €1.3 billion over the next 10 years in rolling out up to 5,000 new sites.

On 23 February 2021, following the signing of the Iliad Poland Acquisition (in October 2020), Iliad, Play and Cellnex have further discussed the structuring of the Iliad Poland Acquisition and agreed on an alternative structure. The agreement between Iliad and Cellnex is expected to be closed by Q1 2021.

CK Hutchison agreements

Cellnex and CK Hutchison announced a series of agreements pursuant to which Cellnex will acquire 22,122 telecommunications towers and sites that CK Hutchison currently owns in Europe for total consideration of €10 billion. The transactions include the roll-out of up to 7,727 sites over the next eight years with an investment of €1.4 billion including further initiatives. Cellnex will sign long term service contracts with CK Hutchison in the various countries for an initial period of 15 years extendable for another 15 years and subsequent five year periods.

According to the agreed terms, Cellnex will enter three new markets: Austria, Sweden and Denmark, extending the geographical footprint of the company's operations to a total of twelve European countries. It will also result in Cellnex expanding its presence in the key markets of Italy, Ireland and the UK, in which the volume of assets under management will double. 8,900 sites of the total of 22,122 sites to be acquired are located in Italy; 4,000 sites in the United Kingdom; 1,120 in Ireland; 2,300 in Sweden; 1,300 in Denmark; and 4,500 in Austria.The transactions in Austria, Ireland and Denmark were completed in December 2020.

At 31 December 2020, the total number of Cellnex infrastructures acquired and built (sites and nodes) in Europe was as follows:

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Cellnex's ESG strategy

A framework to address ESG issues in the Group

In addition to facing up to the immediate challenges, Cellnex is aware of the new risks and demands arising as a result of the environmental and social phenomena that dominate the international context.

Cellnex is committed to

Environmental, Social and Governance

issues

The increasing regulation in Europe in the field of sustainability, the greater awareness of those aspects beyond the purely economic ones, as well as the great challenges faced by organisations such as Cellnex (greater transparency, shareholder involvement, climate change, risks in the value chain, circular economy, Sustainable Development

Goals (SDGs), …) have led the company in recent years to bolster its commitment to

Environmental, Social and Governance (ESG) issues. In this regard, the revamping of the company's ESG strategy should be highlighted by updating the ESG Master Plan of Cellnex group.

Because of the diversity of matters that can be considered under ESG issues, there is a certain lack of homogenisation of the ESG criteria to be considered. For instance, experts such as Bank of America Merrill Lynch point out that the key ESG signals for European Telcos are:

•

Environmental: Carbon Emissions, Toxic Emissions & Waste

•

Social: Labour Management

•

Governance: Business Ethics, Anti-Competitive Practices, Corporate Governance

In this connection, Cellnex has carried out a materiality study in which the most important ESG issues of the company were identified and prioritised in each of their components (Environmental, Social and Governance) as explained in the following sections.

Cellnex's commitment to ESG issues is a matter of priority. Thus, the remuneration of leadership positions, including the CEO, is associated with the company's performance in ESG issues.

An ESG Master Plan (2021-2025)

Cellnex defined a new

ESG Master Plan (2021-2025)

In 2020, the company's ESG strategy set out in the company's 2016-2020 CSR Master Plan was updated by defining a new ESG Master Plan (2021-2025) at Group level, taking into account the evolution of the company in recent years and its growth and internationalisation process, updating the ESG diagnosis done in the past to show the current state of the company in ESG matters and the new trends and expectations of stakeholders.

Likewise, a new materiality analysis was performed for Cellnex at Group level, allowing the company to know which aspects are most relevant to it in the field of ESG.

The 2016-2020 CSR Master Plan was used as a starting point for this. During the last five years, 92% of the lines established in the six axes defined in the CSR Master Plan have been implemented and 89% of the actions have been carried out. Actions pending implementation have been included in the new ESG Master Plan.

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CSR 2016-2020 Master Plan

Through the ESG strategy, we analyze, measure and manage the impacts that as a company we generate on society and its environment. This is a task in which we should work together in various areas of the company in a transversal manner and that concerns all the people that comprise it. The main challenge ahead is to extend this commitment to all the countries in which we operate

Marissa Serrahima, CSR Expert Cellnex Telecom

Under the new ESG Master Plan, Cellnex will continue to make progress in integrating ESG into the corporate culture and activities of the company, taking into account the different countries in which Cellnex is present and in line with the business strategy. In this way, the company consolidates a solid and coherent ESG management, defining itself as a company committed to the responsible development of its business, a benchmark in the telecommunications infrastructure sector.

A diagnosis was created to draw up a plan aligned with international standards and sustainability trends that meets the expectations of Cellnex's stakeholders, proxy advisors and society at large.

This diagnosis was structured into eight aspects or subjects with 35 specific aspects defined within each one to focus the analysis.

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Cellnex carried out an

external and internal diagnosis

aligned with international standards and sustainability trends

For each specific aspect, the company analysed the importance and management for Cellnex Top Management and Country Managing Directors (internal diagnosis) and identified prescribers demands and media trends in these areas have been identified, as well as good practices implemented by Cellnex's peers (external diagnosis).

In the external diagnosis, Cellnex performed a benchmarking of eight peers to identify the best ESG practices in the telecommunications sector, through an analysis of the public information available for each company.

Likewise, the company consulted public information on reference prescribers, including sectorial prescribers as well as ESG and sustainability prescribers, such as Dow Jones Sustainability Index, CDP, TCFD, OIT, GRI, SABS, SDG, MSCI, Sustainalytics or CNMV.

In addition, in the external diagnosis, Cellnex analysed the main trends in the media and consulted Cellnex's stakeholders, incorporating the country perspective through ad hoc consultations (interviews or surveys) with identified stakeholders. In this connection, the company performed, surveys with customers and suppliers and interviews with the media, sector associations and shareholders and investors.

Furthermore, in the internal diagnosis, the company compiled and analysed the public and internal documentation available from Cellnex relating to the management of the different business aspects related to ESG, such as Strategic Sustainability Plan (2019-2023) or Equity, Diversity and Inclusion Programme (2019-2022). Moreover, Cellnex held interviews with the members of the Management Team and Country Managing Directors and conducted employee surveys.

Through the internal and external diagnosis flagged up, the relevant issues for Cellnex and its stakeholders. These inputs were used to update the map of stakeholders, as set out in the next section and to draw up the materiality matrix.

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Materiality matrix

Cellnex updated its

materiality matrix

during 2020

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Cellnex defined a new

ESG Policy

approved by the board of directors in December 2020

The ESG Master Plan and the current Cellnex CSR Policy were updated by the new ESG Policy to include the new aspects identified in the internal and external diagnosis and the positioning that the company wants to achieve. ESG Policy was drawn up in line with the Good Governance recommendations of the CNMV. The ESG Master Plan was approved in December 2020 and the ESG Policy in February 2021.

Moreover, the Appointments and Remuneration Committee (ARC) of the Board of Directors has been renamed the Nominations, Remunerations and Sustainability Committee (NRSC), in line with the recommendations of the CNMV published in June 2020 in the revision of the "Good Governance Code of listed companies". Now, this

Committee is the highest governing body responsible for ensuring compliance with the commitments established in the ESG Policy, as well as any actions which may derive from it. Similarly, this Committee is responsible for monitoring their degree of compliance, as well as the application of the ESG Master Plan.

This process redefined the vision on ESG within the company's Mission, Vision and Values that set the company's ambitions in terms of ESG in the medium and long term.

The strategic axes were defined within the ESG vision as defined and in light of the recommendations identified from the internal and external diagnosis along with the stakeholder's expectations. Likewise, the analysis of the SDGs and their specific targets and their corresponding objectives were taken into account.

Once the five strategic axes and one cross-cutting communication and awareness-raising axis have been defined, priority will be given to 17 strategic lines that will give rise to 92 specific actions under Cellnex's new ESG Master Plan. A five-year timetable has been drawn up to ensure the implementation of the ESG Master Plan, including KPIs and objectives to be achieved in some actions.

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The ESG Master Plan (2021-2025) is aligned with Sustainable Development Goals, a United Nations initiative that aims to eradicate poverty, protect the planet and ensure the prosperity of humanity as part of a new sustainable development agenda(https://www.un.org/sustainabledevelopment/). There are 17 Sustainable Development Goals (SDGs) with 169 associated targets. The following infographic shows the traceability between the lines of actions of the ESG Master Plan (2021-2025) and their specific targets.

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This ESG Master Plan (2021-2025), based on the material issues resulting from the materiality study, is aligned with both the Global Reporting Initiative indicators and the requirements of the Law 11/2018 related to non-financial information and diversity. The

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Cellnex identified the

SDGs

in which its contribution is most relevant

Cellnex identified the

risk associated with non-compliance with the SDGs

following infographic shows the traceability between the materiality matrix, the ESG Master Plan and the reporting regulation.

Sustainable Development Goals

A study conducted in 2020 identified and prioritised the most relevant SDGs and their specific targets for Cellnex and analysed the company's contribution to their achievement using the Global Goals Business Navigator tool developed by PwC.

In order to identify and prioritise the relevant SDGs and their specific targets for Cellnex, the necessary information on the company has been compiled in the different countries in which it is present and has been introduced as input in the Global Goals Business Navigator tool, developed by PwC.

Likewise, this study analysed the current contribution of Cellnex to the SDGs and their specific targets by analysing the results extracted from the Global Goals Business Navigator tool, evaluating the relevance that each SDG and its goals have on the company's direct operations and indirect operations associated with its value chain.

Cellnex has gone one step further, analysing what Cellnex's potential contribution to the SDGs and their specific targets would be in 2030 by assessing the risk associated with non-compliance with the SDGs and their specific targets by the countries in which the company operates and identifying opportunities and actions to be taken by Cellnex under the new ESG Master Plan, allowing us to maximise the company's current contribution to the SDGs and their specific targets and reducing the risk associated with non-compliance.

In accordance with the prioritisation criteria applied to the SDGs and their specific targets analysed and taking into account the company's contribution to their achievement,

SDGs and their specific targets were classified into two degrees of importance (high or medium) for the Cellnex group. In this regard, SDGs 4, 5, 8, 9, and 13 were identified as having a high degree of importance, whereas SDGs 1, 10, 15, and 17 were identified with a medium degree of importance.

These results have been taken into account in the definition of the company's ESG Master Plan and ESG Policy.

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Cellnex contributed to achieve the main Sustainable Development Goals through its activity in 2020. The most outstanding initiatives were:

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Cellnex updated its

map of stakeholders

Stakeholders engagement

Consulting the various stakeholders has made it possible to identify and understand the expectations of Cellnex's stakeholders in the field of ESG. In addition, this process has served to redefine the most relevant stakeholders for Cellnex, taking into account the evolution of the company. Seven key stakeholders were identified based on this analysis:

  • • Customers: under Cellnex's business model, all customers are B2B. For further information, see the section on "Customers".

  • • Investors and shareholders: companies that invest in Cellnex and/or analyse its sustainable profitability. For further information, see the section on

    "Shareholders".

  • • Employees: both former and recently hired employees in each of the countries in which Cellnex is located. For further information, see the section on

    "Cellnex's people strategy".

  • • Society and local communities: include local communities, NGOs, social and business associations. For further information, see the section on "Social contribution".

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  • • Suppliers: includes all providers regardless of size. For further information, see the section on "Suppliers".

  • • Media: includes press, communication, brand and advertising agencies.

  • • Public administrations and associations: include European, national, regional and local administrations, regulators, industrial associations, technological platforms and universities or training centres.

In relation to the Public administrations and associations stakeholder group, Cellnex collaborates actively with various entities at national and international level. Cellnex's participation in different associations allows it to improve engagement with other actors in the sector and participate in decision-making that would affect the company.

Additionally, Cellnex participates in fora, sharing its knowledge and experience. Through its participation in these fora, Cellnex is updated on the latest trends and is enriched by the transfer of knowledge that takes place between the entities that are part of the fora. Cellnex also collaborates with different foundations as well as universities and training centres.

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Dialogue with stakeholders

Cellnex maintains a close relationship with its stakeholders, through a constant communication, especially with customers, employees, suppliers and shareholders and investors. This dialogue is built up on the basis on each of the interactions with the stakeholders through the different channels set up for this purpose.

Events

The company has taken part in several events during the year, most of them virtual, through videoconference, in order to share its expertise in different fields. The most outstanding were:

  • • Woman now reset (Madrid): A virtual congress that over two days brought together prestigious personalities to begin to build a sustainable and diverse world, reinvent employment and discover new ways of living, always with an eye on the challenges faced by women. Àngels Ucero, Global Management System Director of Cellnex Telecom was invited as a speaker.

  • • 1st Space & Industrial Economy 5.0 Sevilla Virtual Summit: The event promoted the development of innovation, technology and the new industry in Spain, with a clear international vocation and a strong presence in the aerospace sector, as well as a dynamic and innovative vision of the economy. José Antonio Aranda, Director of Innovation and Product Strategy of Cellnex was invited as a speaker.

  • • Innovation, Technology And Digitalization Meeting: Future And Digital Europe: The axis of the event revolved around how Europe and Spain can improve their digitisation in a scenario where supercomputing, artificial intelligence, cybersecurity, the digital divide, data management or digital sovereignty have become at the same time challenges and concerns. Tobías Martínez, CEO of Cellnex, was invited as a speaker at an event in which

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Margrethe Vestager, Executive Vice-President for the Digital Age and Commissioner for Competition of the European Commission, and Nadia Calviño, Minister for Economic Affairs and Digital Transformation of the Spanish Government, among others, also participated.

  • • STEM Women Congress (SWC) (Barcelona): A meeting point for STEM companies, initiatives and institutions, to make visible and promote female talent in the STEM field. Anna Bufí, Country People & Organization Director, was invited as a speaker.

  • • BNEW: A physical and digital B2B event that gathers unique events of the sectors of Logistics, Real Estate, Digital Industry, Ecommerce and Economic Zones. They all share a common denominator: New Economy. Mikki Uusitalo, Global Mission Critical & Private Networks Director and Jose Antonio Aranda, Director of Innovation and Product Strategy at Cellnex Telecom, were invited as speakers.

  • • DigitalES Summit: A virtual meeting, in which within a scenario generated in 3D, people and technology share the limelight to value the work of all the actors who are leading the change and digitization of Spain at a time as complex as the present. Under the concept "Leading the change", the leaders of innovation and digitization, companies and public institutions met. Oscar Pallarols, Global Commercial and Innovation Director at Cellnex Telecom was invited as a speaker.

  • • 4K Summit: The 4K Summit is the main international meeting of professionals from the Ultra High Definition industry, both in the technology and audio-visual content sectors. Xavi Redón, Product Manager at Cellnex, was invited as a speaker.

  • • Critical Communication World: A global conference and exhibition for the critical communications sector. Valentí Roca, Global Head of Private Networks at Cellnex Telecom speaker participated in a round table with representatives from Nokia, Basf, and Ofcom.

  • • 1er Webinaire: "La Parole des Dirigeants": The Official Chamber of Commerce of Spain in France (COCEF) launched a series of testimonials from business leaders who spoke about the impact of COVID-19 on their activity. Vicent Cuviller, Managing Director on Cellnex France Groupe, was invited as a speaker.

  • • Intel Network & Edge vSummit Series: A virtual summit series brings of the latest on technologies driving the evolution of network and edge infrastructure. Together with experts of CenturyLink and Lenovo, Jose Antonio Aranda, Director of Innovation and Product Strategy at Cellnex Telecom shared their insights to help expand your knowledge of providing visual experiences at the Edge and Content Delivery Networks (CDN).

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Awards and recognition of Cellnex in 2020

During 2020, Cellnex received several awards that recognize the good performance of the company and its contribution to society.

Moreover, Cellnex is part of the jury of the first edition of the IT pioneers award, together with personalities such as the President of CEOE or the President of Ametic, and leading companies such as Telefónica, Whirlpool, Hispasat, Fundación Orange.

This award will be awarded annually to a female Telecommunications Engineer, to value her career and professional career as a "pioneer". The aim of this "Pioneer of the Year"

award is to give visibility to the contributions and achievements that have been made in society, thanks to the presence of female talent in the technological field, particularly in telecommunications.

In this connection, the Pioneras_IT Award will also award several mentions to teaching centres or Institutions that promote scientific vocations: Special Mention Pioneras_IT Public Institution, Pioneras_IT Private Institution Mention, and Pioneras_IT Educational Institution Mention.

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Showing what we are, acting with integrity

3. Showing what we

are, acting with

integrity

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Economic performance

Milestones and main figures for the year 2020

Business performance and results

The year that ended on 31 December 2020 highlighted a unique combination of defensive and high quality structural growth with limited exposure to COVID-19, which is possible through consistent and sustainable organic growth, solid financial performance and a tireless focus on integration.

Alternative Performance Measures

An Alternative Performance Measure (APM) is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework.

Cellnex believes that there are certain APMs, which are used by the Group's

Management in making financial, operational and planning decisions, which provide useful financial information that should be considered in addition to the financial statements prepared in accordance with the applicable accounting regulations (IFRS-EU), in assessing its performance. These APMs are consistent with the main indicators used by the community of analysts and investors in the capital markets.

In accordance with the provisions of the Guide issued by the European Securities and Markets Authority (ESMA), in force since 3 July, 2016, on the transparency of Alternative Performance Measures, Cellnex below provides information concerning the APMs it considers significant: Adjusted EBITDA; Adjusted EBITDA Margin; Gross and Net Financial Debt; Maintenance, Expansion and M&A CAPEX; and Recurring leveraged free cash flow.

The definition and determination of the aforementioned APMs are disclosed in the accompanying consolidated financial statements and are therefore validated by the Group auditor (Deloitte).

The Company presents comparative financial information from the previous year as detailed in Note 2.f of the accompanying consolidated financial statements.

Adjusted EBITDA

This relates to the "Operating profit" before "Depreciation and amortisation charge" (after adoption of IFRS 16) and after adding back (i) certain non-recurring items (such as COVID donations, redundancy provision, extra compensation and benefit costs, and costs and taxes related to acquisitions) or (ii) certain non-cash items (such as advances to customers, and LTIP remuneration payable in shares).

The Company uses Adjusted EBITDA as an operating performance indicator of its business units and is widely used as an evaluation metric among analysts, investors, rating agencies and other stakeholders. At the same time, it is important to highlight that Adjusted EBITDA is not a measure adopted in accounting standards and, therefore, should not be considered an alternative to cash flow as an indicator of liquidity. Adjusted EBITDA does not have a standardised meaning and, therefore, cannot be compared to the Adjusted EBITDA of other companies.

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As at 31 December 2020 and 2019, respectively, the amounts are as follows:

A

djusted EBITDA (Thousands of Euros)

31 December 2020

31 December 2019 restated

Telecom Infrastructure Services

1,272,583

694,248

Broadcasting infrastructure

227,257

235,383

Other Network Services

104,932

101,214

Operating income

1,604,772

1,030,845

Staff costs

(165,861)

(144,171)

Repairs and maintenance

(50,783)

(35,596)

Leases

(11,118)

(11,102)

Utilities

(102,359)

(84,798)

General and other services

(142,297)

(111,872)

Depreciation and amortisation charge

(974,064)

(501,841)

Operating profit

158,290

141,465

Depreciation and amortisation

974,064

501,841

Non-recurring and non-cash expenses

45,712

38,461

Advances to customers

3,659

3,790

Adjusted operating profit before depreciation and amortisation charge (Adjusted EBITDA)

1,181,725

685,557

Non-recurring and non-cash expenses, and advances to customers at 31 December 2020 and 2019 are set out below (see Note 20.d of the accompanying consolidated financial statements):

  • i) COVID donations, which relate to a financial contribution by Cellnex to different institutions in the context of the Coronavirus Pandemic (non-recurring item), amounted to EUR 5,620 thousand.

  • ii) Redundancy provision, which mainly includes the impact in 2020 and 2019 year-end derived from the reorganisation plan detailed in Note 19.a of the accompanying consolidated financial statements (non-recurring item), amounted to EUR 4,912 thousand (EUR 5,552 thousand at 2019 year-end).

  • iii) LTIP remuneration payable in shares, which corresponds to the LTIP remuneration accrued at the year-end, which is payable in Cellnex shares (See Note 19.a of the accompanying consolidated financial statements, non-cash item), amounted to EUR 8,455 thousand (EUR 5,962 thousand at 2019 year-end), and extra compensation and benefits costs, which corresponds to extra non-conventional bonus for the employees (non-recurring item), amounted to EUR 316 thousand (EUR 5,117 thousand at 2019 year-end).

  • iv) Service contract cancellation cost, which related to the cancellation expense concerning the change of the administration and treasury services provider, amounted to EUR 1,545 thousand at 2019 year-end. This change took place in order to implement a new industrial model at Group level, to guarantee the optimisation and standardisation of policies, processes and procedures in all the countries (non-recurring item).

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At the end, the financing of companies must necessarily be sustainable, or the banks and investors will not give it to us.

Isard Serra, Global Finance Director

Cellnex Telecom

  • v) Advances to customers, which Includes the amortisation of amounts paid for sites to be dismantled and their corresponding dismantling costs, amounted to EUR 3,659 thousand (EUR 3,790 thousand at 2019 year-end). These costs are treated as advances to customers in relation to the subsequent services agreement entered into with the customer (mobile telecommunications operators). These amounts are deferred over the life of the service contract with the operator as they are expected to generate future economic benefits in existing infrastructures (non-cash item).

  • vi) Costs and taxes related to acquisitions, which mainly includes expenses incurred during acquisition processes (non-recurring item), amounted to EUR 26,409 thousand (EUR 20,285 thousand at 2019 year-end).

Adjusted EBITDA Margin

Corresponds to Adjusted EBITDA divided by total revenues excluding elements pass-through to customers (mostly electricity) from both expenses and revenues.

According to the above, the Adjusted EBITDA Margin as at 31 December 2020 and 2019 was 75% and 68%, respectively.

Gross financial debt

The Gross financial debt corresponds to "Bond issues and other loans", "Loans and credit facilities" and "Lease liabilities", but does not include any debt held by Group companies registered using the equity method of consolidation, "Derivative financial instruments" or "Other financial liabilities".

According to the above, its value as at 31 December 2020 and 2019, respectively, is as follows:

G

ross financial debt (Thousands of Euros)

31 December 2020

31 December 2019 restated

Bond issues and other loans (Note 15)

Loans and credit facilities (Note 15)

Lease liabilities (Note 16)

7,534,957 1,854,488 1,762,819

3,501,124 1,636,450 1,140,188

Gross financial debt

11,152,264

6,277,762

Net financial debt

Relates to "Gross financial debt" minus "Cash and cash equivalents"

Together with "Gross financial debt", the Company uses "Net financial debt" as a measure of its solvency and liquidity as it indicates the current cash and equivalents in relation to its total debt liabilities. From the net financial debt, common used metrics are calculated such as the "Annualised Net Debt/12-month forward looking Adjusted EBITDA" which is frequently used by analysts, investors and rating agencies as an indication of financial leverage.

The "Net financial debt" on 31 December 2020 and 2019 is detailed in Section "Liquidity and Capital Resources" of this Consolidated Management Report.

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Capital expenditures

Maintenance capital expenditures

Corresponds to investments in existing tangible or intangible assets, such as investment in infrastructure, equipment and information technology systems, and are primarily linked to keeping sites in good working order, but excludes investment in increasing the capacity of sites.

Expansion (or organic growth) capital expenditures

Includes site adaptation for new tenants, ground leases (cash advances), and efficiency measures associated with energy and connectivity, and early site adaptation to increase the capacity of sites. Thus, it corresponds to investments related to business expansion that generates additional Recurring Leveraged Free Cash Flow (including decommissioning, telecom site adaptation for new tenants and prepayments of land leases).

Expansion capital expenditures (Build to Suit programmes)

Corresponds to committed build-to-suit programmes (consisting of sites, backhaul, backbone, edge computer centres, DAS nodes or any other type of telecommunication infrastructure as well as any advanced payment related to it) as well as Engineering Services with different customers. Any ad-hoc maintenance capital expenditure that might be required by any service line may be included.

M&A capital expenditure

Corresponds to investments in shareholdings of companies (excluding the amount of deferred payments in business combinations that are payable in subsequent periods) as well as significant investments in acquiring portfolios of sites or lands (asset purchases).

Total capital expenditure for the year ended 31 December 2020 and 2019, including property, plant and equipment, intangible assets, advance payments on land leases and business combinations are summarised as follows:

Capital expenditures (Thousands of Euros)

31 December 2020

Maintenance capital expendituresExpansion (or organic growth) capital expenditures

52,381 145,618

31 December 2019 40,556 97,110

Expansion capital expenditures (Build to Suit programmes)

559,417

229,500

M&A capital expenditures

5,619,565

3,663,285

Total Investment

6,376,981

4,030,451

Recurring leveraged free cash flow

The Company considers recurring leveraged free cash flow to be one of the most important indicators of its ability to generate stable and growing cash flows which allows it to guarantee the creation of value, sustained over time, for its shareholders. The criteria used to calculate the Recurring leveraged free cash flow is the same as the previous year.

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At 31 December 2020 and 2019 the Recurring Leveraged Free Cash Flow ("RLFCF")

was calculated as follows:

R

ecurring Leveraged Free Cash Flow (Thousands of Euros)

31 December 2020

31 December 2019

685,557

(192,038)

(40,556)

(99)

(76,925)

(25,262)

(699)

349,978

(97,110)

(229,500)

(3,659,031)

(30,827)

5,597,960

(35,785)

1,895,685

Adjusted EBTIDA (1)

1,181,725

Payments of lease instalments in the ordinary course of business and interest payments (2)

(365,483)

Maintenance capital expenditures (3)

(52,381)

Changes in current assets/current liabilities (4)

(10,426)

Net payment of interest (without including interest payments on lease liabilities) (5)

(104,593)

Income tax payment (6)

(38,577)

Net dividends to non-controlling interests (7)

-

Recurring leveraged free cash flow (RLFCF)

610,265

Expansion (or organic growth) capital expenditures (8)

(145,618)

Expansion capital expenditures (Build to Suit programmes) (9)

(559,417)

M&A capital expenditures (cash only)

(10)

(5,509,513)

Non-Recurrent Items (cash only) (11)

(36,941)

Net Cash Flow from Financing Activities (12)

7,909,446

Other Net Cash Out Flows (13)

32,250

Net Increase of Cash (14)

2,300,472

(1) Adjusted EBITDA: Profit from operations before D&A (after IFRS 16 adoption) and after adding back (i) certain non-recurring items (such as COVID donations (€6Mn), redundancy provision

(€5Mn), extra compensation and benefits costs (€0.3Mn) and costs and taxes related to acquisitions (€26Mn)) and (ii) certain non-cash items (such as advances to customers (€4Mn) which include the amortisation of amounts paid for sites to be dismantled and their corresponding dismantling costs, and LTIP remuneration payable in shares and others (€8Mn)).

(2) Corresponds to i) payments of lease instalments (€223Mn) in the ordinary course of business and; ii) interest payments on lease liabilities (€142Mn). See Note 16 of the accompanying consolidated financial statements.

(3) Maintenance capital expenditures: investment in existing tangible or intangible assets, such as investment in infrastructure, equipment and information technology systems, which are primarily linked to keeping sites in good working order, but which excludes investment in increasing the capacity of sites.

(4) Changes in current assets/current liabilities (see the relevant section in the Consolidated Statement of Cash Flows for the year ended on 31 December 2020).

(5) Corresponds to the net of "Interest paid" and "interest received" in the accompanying

Consolidated Statement of Cash Flows for the year ended on 31 December 2020, excluding "Interest payments on lease liabilities" (€142Mn) (see Note 16 of the accompanying consolidated financial statements) and non-recurring financing costs related to M&A projects (€12Mn).

(6) Income tax payment (see the relevant section in the accompanying Consolidated Statement of Cash Flows for the year ended on 31 December 2020).

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(7) Corresponds to the net of "Dividends to non-controlling interests", "Dividends received" and

"Others" in the accompanying Consolidated Statement of Cash Flows for the year ended on 31

December 2020.

(8) Corresponds to cash advances to landlords (€46Mn) without considering other non-recurring cash advances, efficiency measures associated with energy and connectivity (€34Mn), and others

(including early site adaptation to increase the capacity of sites). Thus, it corresponds to investments related to business expansion that generates additional Recurring Leveraged Free Cash Flow.

(9) Committed Build to Suit Programmes and further initiatives (consisting of sites, backhaul, backbone, edge computing centres, DAS nodes or any other type of telecommunication infrastructure as well as any advanced payment in relation to them). It also includes Engineering Services or work and studies that have been contractualised with different customers, including ad-hoc capex eventually required.

(10) Corresponds to investments in shareholdings of companies as well as significant investments in acquiring portfolios of sites or land (asset purchases) after integrating into the consolidated balance sheet mainly the "Cash and cash equivalents" of the acquired companies. Mainly corresponding to the acquisition of Hutchinson, Arqiva, Meo and Nos.

The amount resulting from (3)+(8)+(9)+(10), hereinafter "Total Capex" (€6,267Mn), corresponds to "Total Investment" (see caption "Capital Expenditures" in the accompanying Consolidated Directors' Report for the year ended on 31 December 2020) minus the "Cash and cash equivalents"

of the acquired companies (€111Mn, see Note 6 of the accompanying consolidated financial statements).

The Total Capex (€6,267Mn) also corresponds to "Total net cash flow from investing activities"

(€5,897Mn, see the relevant section in the accompanying Consolidated Statement of Cash Flows for the year ended on 31 December 2020), + Cash advances to landlords (€264Mn, see Note 16 of the accompanying Consolidated Financial Statements) + (€106Mn, including financial investments, timing effects related to assets purchases and the contribution of minority shareholders).

(11) Consists of "non-recurring expenses and advances to customers" that have involved cash movements, corresponding to "COVID donations", "Redundancy provision" and "Costs and taxes related to acquisitions".

(12) Corresponds to "Total net cash flow from financing activities" (€7,434Mn, see the relevant

section in the accompanying Consolidated Statement of Cash Flows for the year ended on 31

December 2020), excluding payments of lease instalments (€223Mn) in the ordinary course of business (see footnote 2) and Cash advances to landlords (€264Mn) (see footnote 10) and including non-recurring financing costs related to M&A projects (€12Mn).

(13) Mainly corresponds to timing effects, contribution of minority shareholders and "Foreign exchange differences" (see the relevant section in the accompanying Consolidated Statement of

Cash Flows for the year ended on 31 December 2020).

(14) "Net (decrease)/increase in cash and cash equivalents from continuing operations" (see the relevant section in the accompanying Consolidated Statement of Cash Flow for the year ended on 31 December 2020).

Revenues and Results

Income from operations for the year ended on 31 December 2020 was EUR 1,605 million, which represents a 55% increase over 2019 year-end. This increase was due mainly to the consolidation of the business combinations and asset acquisitions performed in the second half of 2019 in France and Italy (Iliad), Switzerland (Salt), the UK (BT), Ireland (Cignal) and Spain (Orange), as well as the acquisition of Omtel, Edzcom, On Tower UK subgroup and On Tower Portugal during 2020 (see Note 6 of the accompanying consolidated financial statements).

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Telecom Infrastructure Services income increased by 83% to EUR 1,273 million due to both the organic growth achieved and the acquisitions performed during the second half of 2019 and during 2020, as mentioned above. This business segment is characterised by solid growth driven by increasing demand for wireless data communication services, and by the growing interest of mobile network operators (MNO) in developing high-quality networks that fulfil their consumers' needs for uninterrupted coverage and availability of wireless bandwidth (based on new Long-Term Evolution "LTE" technologies), in the most efficient way. In recent years the Group has consolidated its infrastructure network and long-term strategic relationships with its main customers, the mobile network operators. In addition to its current portfolio, the Group's Management

has identified several potential acquisitions which are currently being analysed using its demanding capital deployment criteria. The Group owns a high-quality asset portfolio made up of selective assets and performs the subsequent streamlining and optimisation of the tower infrastructure for Telecom Infrastructure Services. Its main added value proposals in this business segment consist of providing services to additional mobile network operators in its towers and therefore streamlining the customer's network. By

increasing the ratio of customers to infrastructures, the Group will generate additional income with little additional costs. This network streamlining may generate significant efficiencies for the Group and for the MNOs. In this context, the Group's organic growth strategy is based on four different business models: (i) multiple allocation, (ii) build-to-suit, (iii) rationalisation, and (iv) tower-adjacent assets.

Income from the Broadcasting Infrastructure business amounted to EUR 227 million, which represents a 3% decrease compared with 2019 year-end. It should be noted that Cellnex completed last year a general cycle of renewal of contracts with customers in the broadcasting area, although in recent years the relative weight of this segment has decreased significantly. The strategy in this business segment is to maintain its strong market position while capturing potential organic growth. Cellnex plans to maintain its leading position in the Spanish national digital TV sector (in which it is the sole operator of national TV MUXs) by leveraging its technical knowledge of infrastructure and network infrastructure, its market understanding and the technical expertise of its staff. A significant portion of the contracts of the Group with operators are inflation-linked and some do not have a minimum limit or floor. The Group experienced, in the past, a high rate of renewal for the contracts in this business segment, although price pressure from customers can be possible when renegotiating contracts. The Group plans to continue working closely with regulatory authorities in relation to technological developments in both the TV and radio broadcasting markets and to leverage its existing infrastructure and customer relationships to obtain business in adjacent areas where it benefits from competitive advantages.

Other Network Services increased its income by 4%, to EUR 105 million. This constitutes a specialised business that generates stable cash flows with attractive potential for growth. Considering the critical nature of the services in which the Group collaborates, its customers require in-depth technical know-how that is reflected in the demanding service level agreements. The Group considers that it has a privileged market presence and geographical distribution, established relationships with government agencies and excellent infrastructure for emergencies and public services.

The Group aims to expand and increase its data transmission connectivity services, for both MNOs backhaul and corporate data access, by focusing on services and solutions where its valuable network can be leveraged to differentiate its proposition from its competitors, and by taking advantage of its favourable position to provide mutualised high speed data transmission to MNOs in its infrastructures. The Company plans to leverage its infrastructure and frequency planning know-how to design, roll out and operate advanced telecom services for public administrations in the field of PPDR networks, including TETRA and LTE services networks. The Company aims to be a frontrunner in new types of infrastructure services including urban telecom infrastructure solutions. In addition, Cellnex provides fibre connectivity in Spain following the acquisition of XOC. Its main customer is the public administration.

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The transactions performed during 2019 and 2020, especially in the Telecom Infrastructure Services business segment, has helped boost operating income and operating profit, with the latter also impacted by the measures to improve efficiency and optimise operating costs.

In line with the increase in revenue, Adjusted EBITDA was 72% higher than 2019 year- end, reflecting the Group's capacity to generate cash flows on a continuous basis.

In this context of intense growth, the "Depreciation and amortisation" expense has increased substantially, by 94% compared to the 2019 year-end, as a result of the higher fixed assets (property, plant and equipment, and intangible assets) in the accompanying consolidated balance sheet, after the business combinations undertaken during the second half of 2019 and during 2020.

Moreover, the net financial loss increased by 83%, derived largely from the new bond issuances carried out during 2020. Likewise, income tax for 2019 included the effect of updating the tax rate of certain subsidiaries, which resulted in a positive impact of €19 million in the consolidated income statement of the previous year.

Therefore, the net loss attributable to the Parent Company on 31 December 2020 amounted to EUR 133 million due to the substantial effect of higher amortisations and financial costs associated with the intense acquisition process and the consequent geographic footprint expansion, as mentioned above. This scenario remains consistent with the current strong growth that the Group continues to experience and, as mentioned in the 2019 Annual Results Presentation, the group expects to continue experimenting a net loss attributable to the parent company in the coming quarters.

Consolidated Balance Sheet

Total assets on 31 December 2020 stood at EUR 24,070 million, a 85% increase compared with the 2019 year-end, mainly as a result of the acquisition of Omtel, Edzcom, On Tower UK subgroup, On Tower Portugal, CK Hutchison Networks (Austria), CK Hutchison Networks (Ireland) and On Tower Denmark. Around 70% of total assets concern property, plant and equipment and other intangible assets, in line with the nature of the Group's business related to the management of terrestrial telecommunications infrastructure. The increase in property, plant and equipment and intangible assets is due mainly to the aforementioned acquisitions.

Total investments executed in 2020 amounted to EUR 6,377 million, in part for investments linked to generating new revenue streams, for the incorporation of new assets in Portugal, the UK, Finland, Austria, Denmark and Ireland, for the continued integration and roll-out of new sites in France, as well as improvements in efficiency, and maintenance of installed capacity.

Consolidated net equity on 31 December 2020 stood at EUR 8,933 million, a 77% increase compared with the 2019 year-end, due largely to the capital increase of EUR 4,000 million carried out in July 2020.

In relation to bank borrowings and bond issues, on 31 December 2020, Cellnex's debt structure is marked by flexibility, low cost and high average life. The average life of debt is 5.8 years, the approximate average cost is 1.6% (drawn debt), and 81% at a fixed rate.

The Group's net financial debt as of 31 December 2020 stood at EUR 6,500 million compared to EUR 3,926 million at the end of 2019 (restated). Likewise, on 31 December 2020, Cellnex had access to immediate liquidity (cash & undrawn debt) to the tune of approximately EUR 17.6 billion (EUR 6.6 billion at the end of 2019).

Cellnex holds a long-term "BBB-" (Investment Grade) with stable outlook according to the international credit rating agency Fitch Ratings Ltd as confirmed by a report issued on 15 April 2020 and a long-term "BB+" with stable outlook according to the international credit rating agency Standard & Poor's Financial Services LLC as confirmed by a report issued on 17 November 2020.

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Consolidated cash flow generation

Net Payment of Interest

The reconciliation of the caption "Net payment of interest" from the Consolidated

Statement of Cash Flows corresponding to the year ended on 31 December 2020 and 2019, with the "Net financial loss" in the Consolidated Income Statement is as follows:

31 December

31 December

2020

2019 restated

Interest Income

4,969

1,254

Interest Expense

(362,771)

(197,193)

Bond & loan interest accrued not paid

89,260

54,462

Amortised costs - non-cash

64,075

38,726

Interest accrued in prior year paid in current

(54,462)

(44,582)

year

Net payment of interest as per the

Consolidated Statement of Cash Flows

(258,929)

(147,333)

(1)

(1) Net payment of interest as per the Consolidated Statement of Cash Flows, which corresponds to i) "interest payments on lease liabilities" for an amount of €142,523 thousand (see Note 16 of the accompanying consolidated financial statements) plus ii) "Net payment of interest (not including interest payments on lease liabilities)" for an amount of €104,593 thousand (see section "Recurring leveraged free cash flow" of the accompanying Consolidated Management Report) and plus iii)

non-recurring financing costs related to M&A projects for an amount of €11,813 thousand (see section "Recurring leveraged free cash flow" of the accompanying Consolidated Management

Report).

Income Tax Payment

The reconciliation of the caption "Payment of income tax" from the Consolidated

Statement of Cash Flows corresponding to the year ended on 31 December 2020 and 2019, with the "Income tax" in the Consolidated Income Statement is as follows:

31 December 2020

31 December 2019

Current tax expense

(31,828)

(14,555)

Payment of income tax previous year

(5,689)

(3,950)

Receivable of income tax previous year

-

1,048

Income tax (receivable)/payable

3,176

(5,997)

Others

(4,236)

(1,808)

Payment of income tax as per the Consolidated Statement of Cash Flows

(38,577)

(25,262)

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Business indicators

Information relating to the deferment of payments to suppliers

See Note 17 of the accompanying consolidated financial statements.

Use of financial instruments.

See Note 4 of the accompanying consolidated financial statements.

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Sustained value creation

Creating value in the company

Cellnex´s Financial Structure

Cellnex's borrowing is represented by a combination of loans, credit facilities and bond

issues. At 31 December 2020, the total limit of loans and credit facilities available was €14,783,715 thousand (€5,877,303 as of 31 December 2019), of which €3,324,205 thousand in credit facilities and €11,459,225 thousand in loans (€2,290,227 in credit facilities and €3,587,076 thousand in loans as of 31 December 2019).

C

ellnex Financial Structure (1) (Thousands of Euros):

Notional as of 31 December 2020 (*)

Notional as of 31 December 2019 (*)

Limit

Drawn

Undrawn

Limit

Drawn

Undrawn

Bond issues and other loans

7,729,340

7,729,340

-

3,600,500

3,600,500

-

Loans and credit facilities

14,783,431

1,864,215

12,919,216

5,877,303

1,643,971

4,233,332

Total

22,512,771

9,590,901

12,919,216

9,477,803

5,244,471

4,233,332

(1) Without including "Lease liabilities" caption of the accompanying consolidated financial statements.

(*) These concepts include the notional value of each caption, and are not the gross or net value of the caption. See "Borrowings by maturity" of the Note 15 of the accompanying consolidated financial statements.

As of 31 December 2020, Cellnex weighted average cost of debt (considering both the drawn and undrawn borrowings) was 1.1% (1.5% as at 31 December 2019) and the weighted average cost of debt (considering only the drawn down borrowings) was 1.6% (1.7% as at 31 December 2019).

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The following graph sets out Cellnex's notional contractual obligations in relation to borrowings as of 31 December 2020 (€ million):

In accordance with the financial policy approved by the Board of Directors, the Group prioritises securing sources of financing at Parent Company level. The aim of this policy is to secure financing at a lower cost and longer maturities while diversifying its funding sources. In addition, this encourages access to capital markets and allows greater flexibility in financing contracts to promote the Group's growth strategy.

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Liquidity and Capital Resources

Net financial debt

"Net financial debt" on 31 December 2020 and 2019 is as follows:

N

et financial debt (Thousands of Euros)

31 December 2020

31 December 2019 restated

Gross financial debt (1)

Cash and cash equivalents (Note 11)

11,152,264 (4,652,027)

6,277,762 (2,351,555)

Net financial debt

6,500,237

3,926,207

(1) As defined in the Section "Business performance and results" of the accompanying

Consolidated Management Report corresponding to the year ending 31 December 2020.

On 31 December 2020, net financial debt amounted to EUR 6,500 million (EUR 3,926 million in 2019 restated), including a consolidated cash and cash equivalents position of EUR 4,652 million (EUR 2,352 million in 2019).

Net financial debt evolution

N

et financial debt evolution (Thousands of Euros)

31 December 2020

31 December 2019 restated

Beginning of Period

3,926,207

3,166,204

Recurring leveraged free cash flow

(610,265)

(349,978)

Expansion (or organic growth) capital expenditures

145,618

97,110

Expansion capital expenditures (Build to Suit programmes)

559,417

229,500

M&A capital expenditures (cash only) Non-recurrent Items (cash only) Other net cash out flows Payment of dividends (1) Treasury shares (2)

5,509,513

3,659,031

36,941

30,827

(32,250)

35,785

29,281

6,509

26,620 -

Issue of equity instruments

(4,018,436)

(3,683,375)

Net repayment of other borrowings (3) Changes in lease liabilities (4)

1,014

26,978

622,631

613,851

Accrued interest not paid and others (5)

End of Period

324,057 6,500,237

73,654 3,926,207

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(1) "Dividends paid" (see the relevant section in the accompanying Consolidated Statement of Cash Flows for the year ended 31 December 2020).

(2) "Acquisition of treasury shares" (see the relevant section in the Consolidated Statement of Cash Flows for the year ended 31 December 2020).

(3) Corresponds to "Net repayment of other borrowings" (see the relevant section in the accompanying Consolidated Statement of Cash Flows for the year ended 31 December 2020).

(4) Changes in "Lease liabilities" long and short-term of the accompanying Consolidated Balance Sheet as of 31 December 2020. See Note 16 of the accompanying Consolidated Financial Statements.

(5) "Accrued interest not paid and others" include the repayment of the debt assumed on the

"Omtel Acquisition" (See Note 6 of the accompanying Consolidated Financial Statements).

Liquidity availability

The breakdown of the available liquidity on 31 December 2020 and 2019 is as follows:

31 December

31 December

2020

2019

Available in credit facilities (Note 13)

12,919,216

4,233,332

Cash and cash equivalents (Note 11)

4,652,027

2,351,555

Available liquidity

17,571,243

6,584,887

Regarding the Corporate Rating, on 31 December 2020, Cellnex holds a long-term

"BBB-" (Investment Grade) with stable outlook according to the international credit rating agency Fitch Ratings Ltd as confirmed by a report issued on 15 April 2020 and a long-term "BB+" with stable outlook according to the international credit rating agency Standard & Poor's Financial Services LLC as confirmed by a report issued on 17

November 2020.

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Adhesion to the

Code of Best Tax Practices

of the Spanish Tax Agency in 2020

Tax Control Framework

roll-out to the countries in 2021

Cellnex's tax contribution

The Cellnex group's tax strategy policy establishes the fundamental guidelines governing the decisions and actions of the Cellnex Group in tax matters in line with the basic principle of regulatory compliance, i.e. compliance with the tax obligations the group is required to meet in each of the countries and territories where it does business. For this purpose, the group fosters relationships with tax administrations based on the duties of transparency, good faith and loyalty, and mutual trust. The Group's Tax Strategy was approved by the Board of Directors of Cellnex Telecom in 2016

The Cellnex Group Audit Committee is the body responsible for periodically reviewing this Policy, making any observations or proposals for modification and improvement it deems appropriate to the Board of Directors.

The Fiscal Risk Management and Control Framework is coordinated and centralized by the Fiscal Department and replicates a model of three lines of defense.

In its goal to gain public interest and generate value for its shareholders, it is important that Cellnex always observes this basic principle of respecting and complying with tax regulations when making business decisions to avoid tax risks and inefficiencies.

In this regard, Cellnex has adhered to the Code of Good Tax Practices of the Spanish Tax Agency. This Code contains recommendations voluntarily followed by the companies, to improve the application of the Spanish tax system by raising legal certainty, reciprocal co-operation based on good faith and well-placed trust between the Spanish Tax Agency and companies, and the application of responsible tax policies in companies with the consent of the board of directors.

Also in 2020 there was an update of a new version of the Internal Control System Over Financial Information that was rolled out to provide reasonable assurance regarding the reliability of the financial information published in the markets.

For 2021, a proposal is being prepared for the improvement and adaptation of the Tax Policy and an expansion of its scope, as well as its management model.

Moreover, the deployment and international roll-out to countries of the structure and methodology of the Tax Control Framework that exists in Corporate will continue in 2021, with special focus on the possible requirements in tax matters of the different countries (in the case of the UK, for example, there are specific requirements such as the appointment of a Senior Accounting Officer, specific policies and processes).

In accordance with the above, Cellnex is currently analysing UNE standard 19602 to identify existing gaps and improvements between Cellnex tax compliance management system and the UNE standard to develop the necessary actions for a possible certification in the future.

Cellnex is also sensitive to and aware of its responsibility in the economic development of the territories in which it operates, helping to create economic value by paying taxes, both on its own account and those collected from third parties. Accordingly, it makes a substantial effort and pays great attention to fulfilling its tax obligations, in accordance with the applicable rules in each territory.

Following OECD methodology on cash basis accounting, Cellnex's total tax contribution in 2020 was € 244.8 million (106.5 in FY 2019). Own taxes are those paid by the company and third-party taxes are those collected and paid into the various tax offices on behalf of such third parties, therefore they are not a cost to the company.

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C

ellnex's Tax Contribution (Mn €)

31 December 2020

31 December 2019

Own taxes(1)

Tax collected from third parties (2)

Total

Own taxes(1)

Tax collected from third parties (2)

Total

Spain

33.4

36.3

69.7

25.5

64.2

89.7

Italy

19.2

37.8

57.1

38.7

27.6

66.3

France

7.5

20.0

27.5

2.7

1.0

3.7

Netherlands

7.7

10.4

18.1

4.6

9.9

14.5

United Kingdom

22.3

4.7

27.0

1.0

1.6

2.6

Switzerland

4.3

8.0

12.2

9.2

1.3

10.5

Ireland

0.6

1.9

2.5

0.1

0.8

0.9

Portugal

1.5

29.2

30.8

-

-

-

Total

96.5

148.3

244.8

81.7

106.5

188.2

(1) Includes taxes that are an effective cost to the company (basically includes payments of income tax, local taxes, miscellaneous taxes and employer's social security contributions).

(2) Includes taxes that do not affect the result but are collected by Cellnex on behalf of the tax administration or are paid in for third parties (basically includes net value added tax, deductions from employees and third parties, and employees' Social

Security contributions).

Tax contribution in 2020

€244.81Mn

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Income tax payment

The breakdown of the income tax payment by country for the 2020 financial year is as follows:

Breakdown of the income tax payment by country (Mn €)

31 December 2020

31 December 20192

Income from

Income from

Tangible

Corporate

Income

Income from

Tangible

Corporate

sales to third

intra-group

assets other

income

from

intra-group

assets

income tax

parties

operations

than cash and

tax

sales to

operations

other than

accrued on

with other

cash

accrued

third

with other

cash and

gains /

tax

equivalents

on gains /

parties

tax

cash

losses3

jurisdictions

losses

jurisdictions

equivalents

Spain

530,328

55,397

865,317

23,878

-

-

-

1,567

Italy

336,296

521

507,655

5,369

-

-

-

16,616

France

309,759

0

1,815,502

11,817

-

-

-

-

Switzerland

137,467

0

193,190

3,813

-

-

-

2,100

Ireland &

-

-

-

3,831

Netherlands

77,297

0

276,779

324

United

-

-

-

806

Kingdom

144,339

377

198,107

-1,805

Portugal

69,286

0

222,457

5,327

-

-

-

-

Total

1,605,498

56,295

4,079,007

48,723

-

-

-

24,920

Value generated and distributed

Value generated in 2020 by Cellnex was €1,610,519 million (91,032 million FY 2019), distributed mainly to suppliers, employees, shareholders and public administration.

  • 2 No data available since they are new indicators in 2020.

  • 3 The increase of corporate income tax accrued on gains/losses comes mainly from the increase in business volume in the United Kingdom (acquisition of Arqiva) and France and the incorporation into the scope of Ireland and Portugal.

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Post balance sheet events

T-Mobile Infra Acquisition

On 21 January 2021, Cellnex and Cellnex Netherlands, B.V. ("Cellnex Netherlands") signed a framework agreement with Deutsche Telekom A.G. ("DTAG"), Deutsche Telecom Europe, B.V. ("DTEU") and Digital Infrastructure Vehicle 1 SCSp ("DIV"), which sets forth among others, the conditions to and the steps and arrangements to achieve the contribution in kind, through DIV, of 100% of the share capital of T-Mobile Infra, B.V. ("T-Mobile Infra") to Cellnex Netherlands, which owns approximately 3,150 sites with an initial tenancy ratio of c.1.2 per site, in exchange for a stake of 37.65% in the share capital of Cellnex Netherlands (the "T-Mobile Infra Acquisition"). Additionally, pursuant to the T-Mobile Infra MLA, T-Mobile Infra and T-Mobile Netherlands, B.V. ("T-Mobile") have agreed to the deployment of approximately up to 180 additional sites in the Netherlands, over a seven-year term. DIV is an investment fund, with a mandate to invest mainly into European digital infrastructure assets, which upon closing will have DTAG and Cellnex (through a carry vehicle) as limited partners, and Cellnex will have the right to co-invest with a stake of 51%, subject to certain conditions, in opportunities originated by DIV in relation to towers, rooftops, masts, small cells or build-to-suit programs. The T-Mobile Infra Acquisition strengthens the Group's industrial project in the Netherlands, and Cellnex will thus execute a second step cooperation with the Deutsche Telekom group following the precedent partnership in Switzerland.

The closing of the T-Mobile Infra Acquisition is expected to take place in the first half of 2021, following receipt of among others, customary regulatory authorizations. In accordance with IFRS 3, given that the T-Mobile Infra Acquisition was not completed as of 31 December 2020 it was not accounted for in the accompanying consolidated financial statements for the year ended 31 December 2020.

The T-Mobile Infra Acquisition, together with the up to approximately 180 additional new sites to be deployed in the Netherlands, are expected to contribute up to an estimated approximately EUR 63 million of annual Adjusted EBITDA once the sites are deployed. This expected annual Adjusted EBITDA is based on management's estimates, and is therefore subject to known and unknown risks, uncertainties, assumptions and other factors that could cause the projects' actual annual Adjusted EBITDA to materially differ from that expressed in, or suggested by, this forward-looking metric. "Adjusted EBITDA"

is an APM (as defined in section "Economic performance" of the accompanying

Consolidated Management Report).

CK Hutchison Holdings Swedish Transaction

On 26 January 2021, the CK Hutchison Holdings Swedish Transaction has been completed and, consequently, the Group has acquired Hutchison's European tower business and assets in Sweden, comprised of approximately 2,300 sites. Cellnex also anticipates the further deployment of up to 2,880 new sites in Sweden by 2026. See Note 21.b of the accompanying consolidated financial statements.

In accordance with IFRS 3, given that the CK Hutchison Holdings Swedish Transaction had not been completed as of 31 December 2020, it was not accounted for in the accompanying consolidated financial statements for the year ended 31 December 2020.

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Hivory Acquisition

On 3 February 2021, Cellnex (through its subsidiary Cellnex France) entered into a put option agreement with Altice France, S.A.S. ("Altice") and Starlight HoldCo S.à r.l ("Starlight HoldCo"), which gives the right to Altice and Starlight HoldCo to require the

Group to purchase, on an exclusivity basis, their respective direct and indirect ownerships in the share capital of Hivory, S.A.S. ("Hivory"), which in aggregate amounts to approximately 100% of Hivory's share capital, for an estimated consideration (Enterprise Value) of approximately EUR 5.2 billion to be paid by Cellnex (the "Hivory Acquisition"). Hivory owns and operates approximately 10,535 sites in France.

Additionally, Hivory has agreed to the deployment of 2,500 sites in France by 2029, and other agreed initiatives, with an estimated investment of approximately EUR 0.9 billion.

Completion of the Hivory Acquisition is subject to certain conditions precedent, and closing is expected in the second half of 2021. In accordance with IFRS 3, given that the Hivory Acquisition was not completed as of 31 December 2020 it was not accounted for in the accompanying consolidated financial statements for the year ended 31 December 2020.

On 24 February 2021, the Group amended the EUR 7,500,000 thousand bridge loan of the M&A Financing (see Note 15 of the accompanying consolidated financial statements) and cancelled an amount of EUR 1,600,000 thousand of such bridge loan. As of the date of the accompanying consolidated management report, no amounts have been drawn thereunder. Such financing will bear interest at a margin above EURIBOR, will be unsecured and unsubordinated.

New Bond Issuance in 2021

On 15 February 2021, Cellnex successfully completed a triple-tranche EUR-denominated bond issuance for an aggregate amount of EUR 2,500 million (with ratings of BBB-by Fitch Ratings and BB+ by Standard&Poor's) aimed at qualified investors. The transaction included a bond for EUR 500 million maturing in November 2026 at a coupon of 0.75%; a bond for EUR 750 million maturing in January 2029 at a coupon of 1.25%; and a 12-year bond for EUR 1,250 million maturing in February 2033 at a coupon of 2%. Cellnex took advantage of favorable market conditions to maintain its average cost of debt and increase its average debt maturity. The net proceeds from the issues will be used for general corporate purposes.

Iliad Poland Acquisition

On 23 February 2021, following the signing of the Iliad Poland Acquisition (in October 2020), Iliad, Play and Cellnex have further discussed the structuring of the Iliad Poland Acquisition and agreed on an alternative structure. Under this structure, on the Completion Date (i) Play will sell to Cellnex Poland and Iliad Purple, respectively, 60% and 40% of the share capital of Play Tower; and (ii) immediately following such share acquisition, P4 will sell the passive infrastructure business of P4 to Play Tower. The parties expect to finance the business unit transaction with a mix of equity and shareholder loans. The completion of the Iliad Poland Acquisition is expected to take place in the first quarter of 2021, following receipt of customary regulatory authorizations.

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Share capital

26%

increase in 2020

Business outlook

In terms of business prospects, during 2021 the Group will continue to focus on executing organic growth (leveraging its neutral operator character), integrating assets resulting from inorganic agreements already signed and seeking new inorganic opportunities to continue to remain a benchmark independent tower operator in Europe.

Thus, as a result of the organic growth expected along with assets and companies acquired, especially during the year ended on 31 December 2020, and their progressive integration into the Group as a whole, the Group expects to increase various key indicators by at least 50% for the year ending on 31 December 2021.

The Group expects its Adjusted EBITDA for the year ending on 31 December 2021 to be in the range of EUR 1,815 million to EUR 1,855 million following the incremental contribution from the Arqiva Acquisition (six and a half months, approximately), and the NOS Towering Acquisition (nine months approximately), and the inclusion of the contribution from the transactions closed to date or expected to be closed during 2021, being these perimeters: CK Hutchison Austria (twelve months approximately), CK Hutchison Ireland (twelve months approximately), CK Hutchison Denmark (twelve months approximately), CK Hutchison Sweden (eleven months approximately), Play (expected nine months), T-Infra B.V. (expected eight months), CK Hutchison Italy (expected six months) and SFR (expected three months). The guidance also considers the new economic terms of contracts in the Broadcasting Infrastructure segment, following the contract renewal cycle that was completed last year, and Group adaptation costs (corporate functions).The Group also expects its Recurring Leveraged Free Cash Flow (RLFCF) for the year ending on 31 December 2021 to be in the range of EUR 905 million to EUR 925 million (to grow by approximately 50%), based on the following assumptions: maintenance capital expenditures to revenues to be approximately 3%-4% of the Operating Income, change in working capital tending to neutral, interest cost according to around 1.5% cost of debt and corporate taxes paid to be approximately 3% of the Operating Income.

The Group also expected an increase in organic PoPs above 5%.

The above Profit Forecasts are based on some assumptions, that relate to factors which are outside the full control of the Board of Directors. The Profit Forecasts have been compiled and prepared on a basis which is both comparable with the historical financial information and consistent with the Group's accounting policies.

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Cellnex created a

Global Management System area

Global Management System and Risk Management

A new corporate area named as "Global Management System" was created in 2020, compromising four main pillars: Risk Management, Quality & Certifications, Health & Safety and Sustainability & Environment.

A Management System Committee was created to reinforce the new area. Both the Risk Management and Quality & Certifications pillars are explained in the following sections. The Health & Safety pillar is explained in detail in "Chapter 4. Boosting our talent, being diverse and inclusive" and the Sustainability & Environment one is set out in more detail in "Chapter 6. Growing with a long-term sustainable environmental approach".

As one of its main challenges for 2021, the area will carry out a campaign to raise awareness of the Cellnex's contribution to the SDGs to communicate the commitments made and the actions taken in this field, which contribute to the achievement of the SDGs. Moreover, the Global Management System area will develop a project to implement a detailed follow-up of the contribution of the different projects to the SDGs.

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Cellnex is applying a

three-line defence

to strength the global risk management model

Risk management

At the end of 2019, in accordance with the risk culture in Cellnex and with the commitment to strength the global risk management, the Board of Directors approved the methodology of the three lines of defence risk model. These consist of the following:

  • • 1st Line of defence: Operational Management. This concerns all functional areas in Cellnex, both in Corporate and in Business Units, were the management has ownership, responsibility and accountability for assessing, controlling and mitigating risks together with maintaining effective internal controls, as well as reporting to Management.

  • • 2nd Line of defence: Global Risk Committee and Quality & Risk Management department. This line of defence facilitates and monitors the implementation of effective risk management practices and assists in defining the target risk exposure and reporting risk information through the organisation. They report to Senior Management.

  • • 3rd Line of defence: Internal Audit department. This line of defence provides independent assurance to the Board and Senior Management on how effectively the organisation assesses and manages its risks, validating how the first and second lines operate.

Two initiatives were launched in relation to this commitment to integrated risk management: the creation of the Global Risk Committee and the creation of the Risk Management department to reinforce the tasks of the Lines of Defence.

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Cellnex approved a new

Global Risk Management Policy

to be applied in all geographical areas

The objectives of the Global Risk Committee, responsible for the second line of defence, are to deploy the risk management in Cellnex group and validate the risks and action plans defined in each risk map. Its main functions are:

  • • Follow-up action plans.

  • • Update risk management policies.

  • • Unify risk management.

  • • Sponsorship in expanding risk management to other areas of the Group.

  • • Quarterly meetings to monitor risks, action plans and their coherence

  • • Quarterly meetings to monitor risks, action plans and their coherence.

The Risk Management department, created in 2020 as a new corporate area, aims to foster a common risk culture in Cellnex. In this regard, this department creates a global methodology for risk management in Cellnex, guaranteeing coherence through the whole group, created at a global level with the aim of standardising internal processes in the group.

Furthermore, the Global Risk Management Policy was approved in 2020. The Policy establishes the essential principles and commitments in the area of Risk Management within the organisation, their communication to the groups of interest and the progressive integration into all the Cellnex group's operating systems and processes.

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The new risk model promotes a global risk culture and deploys the (Three Line of Defence, providing a comprehensive response capacity to current and potential risks of the company, improving decision-making and increasing the resilience of the Cellnex Group

Andres Toribio, Global Head of Quality & Risk Management Cellnex Telecom

Cellnex will implement a

GRC tool

The principles and commitments established in this Policy are of general application and must be taken into account in each of the projects, businesses and activities carried out by the company. This Policy is mandatory for all companies controlled by Cellnex Telecom.

The purpose of the Global Risk Management Model is to define the model and common methodology for Global Risk Management in the Cellnex group. It establishes the governance model, roles and responsibilities, risks lifecycle, risks taxonomy and assessment and risks monitoring. The purpose of the Risk Management Blueprint is to define the process of risk management in Cellnex.

A two-year Global Risk Management Master Plan will be established in 2021 following the transformation of the company's global risk management model. This Master Plan aims to implement a global and transversal risk management model in Cellnex. The Master Plan must be scalable and industrialisable according to the growth of the company, allowing the three Lines of Defence to be established, as well as the processes of the Global Quality & Risk Management area. The Global Risk Management Master Plan main objectives are to:

  • • Integrate the risk and control culture in the business through a 2-year transformation plan.

  • • Have a comprehensive response capacity to current and potential risks of the company, thereby improving decision-making.

  • • Have a scalable, industrialisable and digital model that allows us to continue growing and adapting to new businesses without losing control of risk.

  • • Cover the different types of risk that can impact on any of the areas of the company with an integrated risk governance.

  • • Have a digitisation plan to detect, anticipate and mitigate the company's risks, while improving the efficiency of its own management.

  • • Follow the most widespread standards, methodologies and best practices in risk management (such as ISOs 31000 and 22301, COSO or Magerit).

Likewise, one of the most important goals of Risk Management department is to promote a risk culture in all Cellnex group, to which end a risk awareness programme will be launched in 2021 to integrate risk management and control in business-as-usual actions and in day-to-day decision-making processes throughout all areas in Cellnex.

Finally, a Global Risk Compliance (GRC) tool will be implemented in 2021. A GRC tool adds value to the Integrated Risk Management, Internal Control and Internal Audit system, and to its Compliance and Governance, taking Cellnex to a leadership position. This tool will provide users with multiple features that allow monitoring of the necessary tasks to carry out a simple and user-friendly Risk Management, Internal Control and Internal Audit. The tool is adaptable to the needs and requirements of all Cellnex stakeholders, facilitating decision making through reliable data and dynamic and interactive visualisation. The digitalisation of the model has a high impact on all stakeholders, internally and externally, and allows streamlined integration of the model from Corporate to Business Units.

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Below, there is a list with the main risks that may affect the activities of the Cellnex group and the achievement of its objectives. In this regard, one of the main challenges of the future Global Risk Management Master Plan is to carry out a global risk assessment by 2023, including non-financial risks, especially climate-related financial risks, and human rights-related risks. Cellnex worked in this regard in 2020 considering this kind of non-financial risks as operational risks of its activity and also updating the risks and opportunities arising from climate change, following the recommendations of the "Task Force on Climate-related Financial Disclosures (TCFD)". For detailed information, see Chapter 6. Growing with a long-term sustainable environmental approach.

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I)

Risks related to the environment in which the Group operates and risks stemming from the specific nature of its businesses.

II)

Risks of increasing competition.

  • III) The Group's status as a "significant market power" ("SMP") operator in the digital terrestrial television ("DTT") market in Spain imposes certain detrimental obligations on it compared to its competitors.

  • IV) Industry trends and technological developments may require the Group to continue investing in asset class-businesses adjacent to telecommunication towers, such as fibre, edge computing and small cells.

  • V) Spectrum may not be secured in the future, which would prevent or impair the plans of the Group or limit the need for the Group's services and products.

  • VI) Risk related to a substantial portion of the revenue of the Group is derived from a small number of customers.

  • VII) Risk of infrastructure sharing.

  • VIII) Risk of non-execution the entire committed perimeter.

  • IX) The expansion or development of the Group's businesses, including through acquisitions or other growth opportunities, involve a number of risks and uncertainties that could adversely affect operating results or disrupt operations.

  • X) Risks inherent to the businesses acquired and the Group's international expansion.

  • XI) Risk related to the non-control of certain subsidiaries.

  • XII) Risks related to execution of Cellnex's acquisition strategy.

  • XIII) Regulatory and other similar risks.

  • XIV) Litigation.

  • XV) Risk related to the Company's significant shareholder's interests may differ from those of the Company.

  • XVI) Risks related to the industry and the business in which the Group operates.

  • XVII) Risk of not developing the strategic sustainability plan.

  • XVIII) Risks related to maintaining the rights over land where the Group's infrastructures are located.

  • XIX) Failure to attract and retain high quality personnel could negatively affect the

    Group's ability to operate its business.

  • XX) The Group relies on third parties for key equipment and services, and their failure to properly maintain these assets could adversely affect the quality of its services.

For detailed information, see Annex 2. Risks.

  • XXI) Financial information.

  • XXII) Expected contracted revenue (backlog).

  • XXIII) Foreign currency risks.

  • XXIV) Interest rate risk.

  • XXV) Credit risk.

  • XXVI) Liquidity risks.

  • XXVII) Inflation risk.

  • XXVIII) Risk related to the Group's indebtedness.

  • XXIX) The Company cannot assure that it will be able to implement its Dividend Policy or to pay dividends (and even if able, that the Company would do so).

  • XXX) Fraud and compliance risks.

  • XXXI) Risk associated with significant agreements signed by the Group that could be modified due to change of control clauses.

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Cellnex created a

Certifications catalogue tool

to keep a track of the certification status of each country

Integrated Management System

The Management System Department was set up in 2020 to foster the attainment of

Cellnex's strategic objectives in line with European Standards and contribute to achieving the Sustainable Development Goals. In this regard, we are currently defining the Integrated Management System Model which will integrate several systems, such as the Information Security Management System (ISMS).

Cellnex's organisational model is based on an Integrated Management System that provides a framework for:

  • • Carrying out a systematic approach in the implementation of processes, guaranteeing their effectiveness.

  • • Establishing an operation that ensures the quality of the services provided.

  • • Guaranteeing that the activity is carried out in compliance with the requirements of the environmental, occupational health and safety and information security reference standards, as well as the legislation in force.

Likewise, Cellnex has common guidelines in terms of Quality, Health and Safety and Environment, as well as a self-assessment method to make possible:

  • • The adaptation of the Business Units recently incorporated to the Group to this Management System.

  • • A quick evaluation of the degree of maturity of the system in each of the Business Units.

Therefore, an Integrated Management System and Certifications:

  • • Allows new business opportunities.

  • • Facilitates implementation of Cellnex's Industrial Model.

  • • Enables Continuous Improvement through Integrated Management System for customer satisfaction.

As part of the Management System, the Certifications catalogue for Cellnex is a tool that allows the company to know the exact status of all Business Units in terms of Certifications.

Taking into account the objectives described above, the gap analysis and roadmap will aim to standardise the Integrated Management System throughout the Group while providing support during the certification processes in accordance with the reference standards.

In the comparative analysis of the selected reference standards it has identified common points and particularities of the reference standards (ISO 9001, 14001 y 45001) and has compiled and analysed the existing documentation in the organisation to comply with the requirements of the reference standards, both at corporate level and in the Business Units. The resulting matrix collects the instruments and level of compliance of each Business Unit with respect to the minimum requirements demanded by the reference standards.

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To continue improving the Management of the Integrated Management System in all its Business Units, Cellnex has defined a project to prepare an Implementation Guide for Cellnex's Integrated Management System, making it possible to:

  • • Cover the gaps detected in each country.

  • • Incorporate the best practices identified at the Group level.

  • • Advance towards the standardisation and globalisation of the Integrated Management System.

Work is being done to consolidate the

Integrated Management System

In this regard, we would underline that the integration of the Integrated Management Systems will be carried out as part of the integration process of On Tower UK in 2021. Prior to its incorporation, On Tower UK had an Integrated Management System, certified by the ISO 9001, 14001 and 45001 standards, which must now be reviewed and adapted to the Cellnex Telecom Management System.

With a view to incorporating On Tower UK into Cellnex's Integrated Management

System existing documentation has been analysed to identify weaknesses that will need to be worked on during integration, along with the strengths and best practices to be considered by Cellnex as part of its continuous improvement process.

in each new Cellnex's acquisition

Here, the Quality & Certifications department will be focused on deploying global certifications in non-certified countries (ISO 9001, 14001, 45001, etc.) in the period 2021-2023. The main benefits of having global certifications in Cellnex are:

  • • Maintaining and the renewing of certifications is more efficient because it's a single certification for all companies and Business Units.

  • • From a cost perspective, it's more cost-effective to manage global certifications rather than local ones, identifying synergies and removing redundancies.

The approach followed by the Quality & Certifications department is to create a global Integrated Management System in Quality (ISO 9001) for all the Business Units as a baseline on which to build ISO 14001 and ISO 45001, paying attention to continuous improvement and best practices in all Cellnex group.

In short, Cellnex maintained the Information Security Management System (ISO 27001) certification during 2020 at global certification level, consolidating the Management System of its first global certification as the Cellnex group.

At local level, and following corporate guidelines, the areas responsible for the management system in the Business Units have successfully renewed and obtained new certifications. Among these are the local certifications for Energy (ISO 50001) and Service Management (ISO 20000-1) in Spain, the Quality certification (ISO 9001) in the Netherlands, the Quality, Environment and Health & Safety certification (ISO 9001, 14001 and 45001) in the UK and obtaining the integrated certification of Corporate Sustainability (EASI) in Italy.

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Also, Cellnex has been working on the certification of Corporate Social Responsibility (SA8000). This international standard certifies companies and organisations in the development of socially responsible practices, focusing on the social impact of the activity and the conditions in which their employees, partners and suppliers work. The SA8000 Standard is based on internationally recognised standards of decent work, including the Universal Declaration of Human Rights, ILO conventions, and national laws. SA8000 applies a management-systems approach to social performance and emphasizes continual improvement -not checklist-style auditing. The elements of the Standard are:

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Quality and continuous improvement

Cellnex approved a

Global Quality Policy

to be applied in all geographies

The service provided by Cellnex is focused on meeting the needs and demands of their customers, by adding value throughout the whole lifecycle of services, and by providing support infrastructures and Telecommunications services to Operators, Broadcasters, Public Administrative Bodies and Corporations, promoting satisfaction and the fulfilment of all the stakeholders' requirements.

In this regard, a Global Quality Policy was approved in 2020. This Policy is implemented and developed within an Integrated Management System and is mandatory for all companies under Cellnex Telecom.

A biannual Quality Master Plan will be implemented in 2021 in accordance with the Global Quality Policy. The Master Plan aims to establish Cellnex Telecom's strategic lines of action regarding Quality, thus allowing the development of the essential principles and commitments contained in the policy. These strategic lines should lead to Quality being integrated into the strategy and in corporate action as a crucial element touching on all areas and departments the ultimate objective of which is to achieve higher levels of sustainable development, continuous improvement and business excellence.

The Master Plan has been drawn up as a tool helping to provide coherence to actions in Quality aspects to position Cellnex Telecom as a leading company in this area.

The activities will be articulated around this instrument to be implemented at a later stage. The following steps will be adapted to the monitoring and evaluation. The Plan must be understood as a continually evolving element of management under continuous evaluation.

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Cellnex stablished a continuous improvement model to include

best practices

from each geographical area in which Cellnex operates

Customer Care aims to create sustainable value distributed to all stakeholders, a strategic priority and a cross-cutting commitment that must be present in each of the actions performed by Cellnex Telecom.

Furthermore, in 2021 Cellnex will establish a Continuous Improvement Model that will allow the company to centralise all continuous improvement initiatives, giving coherence to all of them from a global perspective.

This global model will apply to all companies in the Cellnex group and will create a global framework to develop continuous improvement in Cellnex, taking into account local adaptation in Business Units. Moreover, best practices from all Business Units will be included in this global continuous improvement model to ensure these initiatives can be rolled out efficiently.

Once the global Continuous Improvement Model is created and approved for the whole Cellnex group, all continuous improvement initiatives should be collected and managed in a coherent way to report the overall impact of their implementation. The impact of these initiatives must be measured through common indicators that allow us to show the global figures of implementing continuous improvement at a global level, as well as from a local perspective.

In this regard, one of the most important goals of the Quality & Certifications department is to promote a quality and continuous improvement culture throughout the Cellnex group. To achieve this objective requires the launch of an awareness-raising programme in these areas to integrate quality and continuous improvement aspects into our day-to-day decision-making process throughout all areas in Cellnex.

Thanks to the quality and continuous improvement culture, the average frequency of network interruptions was of one interruption every 97 days in 2020 in Spain (76 days in 2019) and the average duration of network interruption was 2.0 hours in 2020 (1.9 hours in 2019). Moreover, in Netherlands, there were ten network interruptions in 2020 (two in 2019), and the duration of network interruption ranged from twenty minutes to three days depending on the cause of the interruption. No data is available for the other geographical areas in which Cellnex operates.

Security and availability of the services during COVID-19 pandemic

The policies for the assurance of the service in 2020 have included the carrying out the monitor and operation tasks by the Control Centre remotely without impact on the service. This has made it possible to cope with guarantees, both for services and for people, to the health crisis experienced.

Cellnex has different policies to ensure the availability of services that are developed in all sections of the value chain: engineering or design, supply or deployment, and operation and maintenance.

Regarding to engineering, the policies aimed at ensuring the availability of services are based on the choice of fault-tolerant network architectures, the selection of manufacturers and suppliers of recognised value, selection of products and processes that meet the minimum specifications and the use of redundancies in the most critical elements and sections of the network.

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In relation to operation and maintenance, policies to ensure the availability of services include both preventive and corrective aspects. Noteworthy preventive aspects are the use of preventive maintenance protocols to ensure an adequate useful life of the installed equipment and the surveillance of services through supervision systems managed by a control centre.

Likewise, there are contingency plans for specific services and infrastructures that make it possible to guarantee the continuity of certain services in the event of possible far-reaching incidents, within the established limits, such as for DTT head-ends and main distributions.

The control centre manages corrective maintenance actions, always prioritising technical resources to minimise the impact on the business and considering the objective of maximising compliance with the SLAs agreed with the clients. The most outstanding practices are the analysis of repeatability and the associated management of problems, within the processes of continuous improvement, to reduce the future probability of both the volume of interruptions and their down times.

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Ethics and compliance

Corporate governance

Cellnex is adapting the corporate documents and procedures to the new

Good Governance Code

In June 2020, the CNMV (National Stock Market Commission, in its acronym in Spanish) published a revision of the "Good Governance Code of listed companies". As stated in the document, in recent years, there have been a raft of initiatives concerning good practice in corporate governance matters. These have increased considerably since the start of the global financial crisis, reflecting a widespread conviction of the importance of listed companies being run in a proper and transparent manner, as a key driver of value generation in the corporate sector, improved economic efficiency and the strengthening of investor trust.

published by the CNMV

Therefore, the main objective of the "Good Governance Code of listed companies" is to ensure the proper functioning of the governing and administrative bodies of Spanish companies to maximise competitiveness, build trust and transparency for shareholders and domestic and foreign investors, improve internal control and corporate responsibility systems, and ensure the correct internal distribution of functions, duties and responsibilities under standards of maximum rigour and professionalism.

The 2020 Good Governance Code has a number of new elements:

  • • The Good Governance Code uses a new format based on selecting and identifying the principles informing each set of specific recommendations.

  • • A significant number of the 2006 Code's recommendations have since been written into legislation (in cases such as the powers exclusive to the general meeting or the board of directors, separate votes on general meeting items, vote splitting, etc.), and therefore do not form part of the 2020 Good Governance Code.

  • • A new set of recommendations deals specifically with what is known as Environmental, Social and Governance (ESG), which is increasingly acknowledged, both in Spain and its neighbours, as a key issue which must be addressed by companies' corporate governance systems, and which therefore

    has a justified place in any code of good corporate governance recommendations.

In line with the recommendations of the CNMV, Cellnex's corporate documents are being revised to incorporate the best Corporate Governance practices recommended in the new CNMV Good Governance Code of listed companies, inter alia. In this regard, the objective of having a 40% female representation of directors on the Board of Directors by the end of 2022 and thereafter will be included in the Director Selection Policy and in the Board of Directors Regulations.

On the other hand, the Appointments and Remuneration Committee (ARC) of the Board of Directors has been renamed as the Nominations, Remunerations and Sustainability Committee (NRSC), being the highest governing body responsible for ensuring compliance with the commitments established in the ESG Policy, as well as the actions which may derive from it.

Moreover, in 2020 an external consultant performed an evaluation of the functioning of the Board and its Committees. The results show that there is an overall good composition of the Board of Directors; there is a good information flow and there has been a very high capacity and flexibility to adapt and respond to the needs in the exceptional COVID-19 circumstances. Additionally, dedication of the Board members is very high and there is a very good monitoring of the relationship with shareholders.

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Cellnex stands outs in its

diversity

in their Board of DirectorsHowever, some improvements were identified for the coming years and these will be included in the action plan to be implemented.

The composition of the Board of Directors follows the Policy for the Selection and Appointment of Board Members. In accordance with article 529 decies of the Spanish Companies Law, the policy states that when it comes to proposing the appointment or reappointment of members of the Board of Directors, the Nominations and Remunerations Committee shall be responsible in the case of independent board members, while the Board of Directors itself shall be responsible in all other cases.

In accordance with article 529 (i) of the Spanish Companies Law, the referred policy establishes that the selection of Board member candidates shall be based on a prior analysis of the needs of the Company, performed by the Board of Directors with advice and a report from the Nominations and Remunerations Committee. As the aim is to integrate different professional and management experiences and skills and to promote the diversity of knowledge, experience, age, and gender, while bearing in mind the weight of the different activities undertaken by Cellnex and considering specific areas or sectors that need to be strengthened.

Therefore, candidates for the position of Board Member of the Company must be honourable and ideal persons of recognised solvency, with the competence, experience, qualifications, training, availability and commitment required for the position. They must be trustworthy professionals whose conduct and professional career are aligned with the principles set out in the Cellnex Code of Ethics and with the mission, vision and values of the Cellnex group.

The overall composition of the Board was maintained during FY 2020, although there were changes in some positions. The current composition of the Board ensures a compact, experienced and strategy-oriented Board of Directors comprising three proprietary directors and seven Independent directors, in addition to the Chief Executive Officer. Two vacancies that have remained unfulfilled at the date of this report.

Changes in 2020

Changes in the Shareholder structure

Changes in the shareholding structure have taken place since the previous year's General Shareholder's Meeting, the most significant being the dissolution of ConnecT, the vehicle that controlled 29.9% of the share capital of Cellnex until June 2020. Since then, each of the three shareholders of ConnecT (Edizione, ADIA and GIC) have controlled their shares in the Company: Edizione now has 13.025%, GIC controls 7.031% and ADIA 6.97%.

Therefore, since June 2020, the significant shareholders in Cellnex Telecom are:

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Changes in the Board of Directors

The most significant changes made to the Group's Board of Directors in 2020 are as follows:

  • • Mr. Carlo Bertazzo, proprietary director representing ConnecT, resigned on 28 February 2020.

  • • On 2 April 2020 Mr. Christian Coco was appointed as proprietary director of ConnecT following the resignation of Mr. Carlo Bertazzo.

  • • Ms. Elisabetta de Bernardi, proprietary director of ConnecT, resigned on 10 June after the dissolution of ConnecT.

  • • The General Shareholders Meeting held on 21 July 2020 ratified Mr. Franco Bernabè, Mr. Mamoun Jamai and Mr. Christian Coco and re-elected Ms. Marieta del Rivero Bermejo.

  • • Mr. Mamoun Jamai, proprietary Director of ADIA, resigned with effect from 24 August.

  • • On 16 December 2020, Ms. Alexandra Reich was appointed as proprietary director of GIC, following the resignation of Ms. Elisabetta de Bernardi.

In 2021 there were significant changes to the Board of Directors as follows:

  • • Mr. Franco Bernabè, proprietary director of Edizione, resigned on 4 January 2021.

  • • Mr. Bertrand Kan was appointed Chairman of the Board of Directors on 22 January 2021.

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The Cellnex Board of Directors

The Board of Directors met 12 times in 2020 (17 times in 2019), achieving an attendance rate of 100% (95% in 2019). The Board of Directors held most of its meetings by videoconference, as a consequence of the COVID-19 outbreak, with no impact on its functioning. There were also 8 ACC meetings (10 in 2019) and 12 NRC meetings (8 in 2019)".

The new CNMV Good Governance Code was published in June 2020. Cellnex is currently reviewing its corporate documents and processes to incorporate the amendments introduced by the new Good Governance Code, among other things.

Cellnex complies with

61/64

Notwithstanding, during 2020 Cellnex complied with 61 out of the 64 recommendations. For the remaining three recommendations, one is to be highlighted:

Recommendations of the Good Governance Code

  • • Recommendation 64: CEO compensation may not exceed two years' total compensation:

    • o CEO compensation is for two years.

    • o In addition to this, there is compensation equivalent to one year through the "post-contractual" non-competition agreement.

The Board of Directors has seven independent directors (representing 64% of the current total), two proprietary directors, and one executive director. There are currently two vacancies on the Board. The Cellnex Audit and Control Committee (ACC) comprises four directors, three of whom are independent, and one is a proprietary director. In the Nominations and Remunerations Committee (NRC), there are five directors, four of whom are independent, and one is a proprietary director.

Independent directors:

  • • Bertrand-Boudewijn Kan. He has extensive professional experience in investment banking and focused on the telecoms, media and technology sector in particular. He spent most of his career at Morgan Stanley where he became a Managing Director and Head of the European Telecoms Group. Subsequently in 2006 he moved to Lehman Brothers, where he was Co-Head of the Global Telecoms Team and was a member of the European Operating Committee. In 2008, he became Head of the Global Telecoms, Media and Technology Group at Nomura and was a member of Nomura and served on the Investment Banking Global Executive Committee. He left investment banking in 2012. Among other responsibilities, in addition to the Cellnex Board, he is currently a member of the Advisory Council of Wadhwani Asset Management, Chairman of Sentient Blue and Chairman of the Board of UWC Netherlands. Bertrand Kan graduated with B.Sc. and an M.S.c degrees in Economics from the London School of Economics.

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  • • Pierre Blayau. He is currently holding the position of president of CCR (Caisse Centrale de Reassurance), member of the strategic committee of SECP (Canal+ Group), Censor of FIMALAC, Senior Advisor of Bain & Company and Chairman of Harbour Conseils. He was previously Chief Executive Officer of Pont à Mousson, PPR, Moulinex, Geodis, and Executive Director of SNCF. He has also served as Executive Director of La Redoute, as a member of the Board of Directors of FNAC, and Independent Director of Crédit Lyonnais and President of the Board of Directors of Areva. Pierre Blayau is a Public Finance Inspector of the French Ministry of Finance, and graduated from the École

    Nationale d'Administration de Paris and the École Normale Supérieure de

    Saint-Cloud.

  • • Giampaolo Zambeletti. He has spent much of his professional career in the chemicals/pharmaceuticals and telecoms sectors. Currently holds the position Vice-President of Unidad Editorial, S.A. He was previously Founder and Managing Director of Zambeletti España, President and CEO of Zambeletti Group, President of Italgas SpA, President and Managing Director of Ellem Industria Farmaceutica SpA . He served as Vice President of the pharma labs association, Farmindustria. In 2001 he has been appointed Group Senior Vice President International Affairs of Telecom Italia. He has furthermore been a member of the Board of Directors of Telecom Italia International (Netherlands), Auna, S.A. (Spain), Avea (Turkey), Oger Telecom (Dubai), Ojer Telekomunikasyon (Turkey) and Telekom Austria. Giampaolo Zambeletti holds a degree in Chemistry from the Università degli Studi di Pavia, is an international trustee of the Friends of the Prado Museum Foundation in Madrid, and received the Isabel la Católica Award from King Felipe VI in 2015.

  • • Peter Shore. He has extensive experience in the telecommunications and tech sector. He held the position of Chairman of Arqiva in the UK from 2007-2014. He has also been Chairman of Uecomm, Lonely Planet Publications, the Hostworks Group and Airwave. Shore was Group Managing Director at Telstra in Australia, CEO of MyPrice (Aust/NZ) and Managing Director of Media/Communications/Partners. He has served as a Director of Objectif Telecomunications Limited, Foxtel, SMS Management and Technology and OnAustralia. He was furthermore a member of the Advisory Board of Siemens Australia. He also served as member of the Corporate Board of the National Society for the Prevention of Cruelty to Children and Board of the Australia-United Kingdom Chamber of Commerce. He is also currently Chairman of Gigacomm Pty Ltd, a private Australian broadband service provider. Leonard Peter Shore holds a degree in Applied Mathematics and Computing Science from the University of Adelaide.

  • • Marieta del Rivero She is independent director of Cellnex Telecom and Gestamp Automoción. Non-executive Chairperson of Onivia. She is a member of the Advisory Board of the Mutual Society of Lawyers and of the "Made in Möbile". She has been global marketing director of Telefonica, deputy managing director to the digital commercial managing director of Telefónica, CEO of Nokia Iberia, senior advisor of Ericsson, partner of Seeliger & Conde and Chairperson of International Women´s Forum Spain. She was one of 'The 500 Most Influential Women in Spain' in 2018, 2019 and 2020 according to 'El Mundo'; she was one of 'The Top 100 Women Leaders 2018' by Mujeres & Cía, and she was recognized as the 'Best Executive 2017' by the Spanish

    Association of Business Women. She is the author of the book 'Smart Cities: a vision for the citizen'. Marieta del Rivero is a member of the management board of the Spanish Directors Association (AED), AMP by IESE, EP by Singularity University and executive coach certified by ECC. In 2019, she attended the

    'Workshop in Global Leadership' provided by the Harvard Kennedy School.

    Marieta del Rivero is BA in Business Administration by University Autónoma of Madrid (UAM).

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  • • Anne Bouverot. She is currently Chairperson of the Board of Technicolor, as well as Senior Advisor of TowerBrook Capital Partners and Board Director at Capgemini and Edenred. She is also Chairperson of Foundation Abeona, whose motto is "Data Science for Fairness and Equality", working on social impact of AI and digital technology. Previously she was CEO of Morpho, a biometrics and cybersecurity company (between 2015 and 2017) and general director of the GSMA (between 2011 and 2015). She also held several international management positions in companies in the telecommunications sector such as France Telecom / Orange (Executive Vice President of Mobile Services from 2009 to 2011), Global One Communications, Equant and Telmex. Anne Bouverot has a degree in Mathematics and a PhD in Artificial Intelligence from the École Normale Supérieure in Paris, and a degree in Engineering from Telecom Paris.

  • • María Luisa Guijarro. She has worked most of her career in the Telefónica group, from 1996 until 2016, where she held positions including Global Marketing and Sponsorship Manager, CEO of Terra España, Director of Marketing and Business Development in Spain and, in her later years at the company, member of the Executive Committee in Spain as head of Strategy and Quality. She is proprietary director on behalf of EQT in Adamo Telecom Iberia, S.A. and Adamo Telecom, S.L. She has a degree in Economics from the Universidad Autónoma de Madrid.

Proprietary directors:

  • • Franco Bernabè. He is senior advisor to Barclays Bank. He contributed to the creation of Nexi S.p.A. Prior to this, he was Chairman and CEO of Telecom Italia, , he led as CEO the restructuring and the listing in the NYSE of ENI, the Italian state oil company, Vice-Chairman of Rothschild Europe, member of the board and Chairman of the Audit Committee of PetroChina for 14 years, member of the Supervisory Board of TPG Post Group in the Netherlands, member of the International Council of JP Morgan. He was also member of the Executive Committee of Confindustria and a member of the European Roundtable of Industrialists. He served pro bono in the leading Italian cultural institutions as Chairman of La Biennale di Venezia, MART, Quadriennale di Roma and the Italian National Commission for UNESCO. In 2011 he was knighted by the President of the Italian Republic.

  • • Christian Coco. He is Investment Director at Edizione Srl. He is also a director of the companies of Edizione Group, Benetton Srl and CEO of ConnecT Due, as well as non-executive Chairman of Benetton Group Srl. He began his professional career in strategic planning in the energy sector and in 2002 he joined Mediobanca in the acquisition finance department. From 2007 to 2011 he worked in private equity firms, focusing especially on investments in the infrastructure sector in Europe. Subsequently, and until joining the Edizione Group in 2015, he was head of Planning, Control and M&A of the CIR Group of the De Benedetti family. Christian Coco has an engineering degree from Milan Polytechnic, and a post graduate degree in Utility Companies from MIP

    Milan (Politecnico's Business School).

  • • Alexandra Reich. She has 20 years' experience in the telecommunications industry, after starting her career in investment banking. She is currently member of the Board of Directors of the Dutch company Delta Fiber. She has been senior advisor at Telenor, as well as CEO of Telenor in Thailand - DTAC (from 2018 to 2020) and CEO of Telenor Hungary (from 2016 to 2018) as well as Chairperson of the Boards of Telenor Serbia and Telenor Bulgaria. She also held various management positions at Swisscom (between 2009 and 2016) and Sunrise (between 2007 and 2009) in Switzerland, and at Hutchison (between 2005 and 2007) and United Telecommunications (between 2004 and 2005) in her native Austria. Alexandra Reich has a degree in Business Administration and a Master degree from the Vienna University of Economics and Business Administration.

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Executive Director:

Tobías Martínez. He is the company's top-ranking executive (CEO). He joined Acesa Telecom (Abertis Group) in the year 2000, first as Board Member and Director General of Tradia, and subsequently of Retevisión. Before joining the Abertis Group, he headed his own business project in Information and Telecommunication Systems for more than 10 years. He studied Telecommunications Engineering and holds a Diploma in Top Management from the IESE Business School (PADE) and a Diploma in Marketing Management from the Instituto Superior de Marketing de Barcelona (Higher Institute of Marketing of Barcelona).

Secretary non-member of the Board:

  • • Jaime Velázquez. He has a Law degree from the University of Extremadura and is a State Lawyer on leave from that post. He has extensive experience in Commercial Law, mainly in corporate merger and acquisition operations in regulated sectors and in matters related to corporate governance of companies. He is currently running an international law firm in Spain, which he joined in 2005. Previously, he served as secretary of the board of directors and director of legal advice of the Spanish Official Credit Institute (ICO), and general secretary of the council of the Telecommunications Market Commission (CMT). He has taken part in numerous talks and has also been an associate professor of Commercial Law at the Pompeu Fabra University in Barcelona.

Vice Secretary non-member of the Board:

  • • Virginia Navarro. She is Director of Legal M&A & Financing at Cellnex. Prior to that, she was Senior Manager of the Legal Department at Abertis

    Infraestructuras, where she spent ten years actively participating in the Group's

    M&A and financing projects, both national and cross-border. Previously, she worked at Linklaters in Spain as Associate in the Corporate Department, and in the legal department of Morgan Stanley. Virginia Navarro has a Law degree from Pompeu Fabra University (UPF) and a Master in International Legal Practice from Instituto de Empresa (IE).

Committees of the Board of Directors

The Cellnex governance bodies are supplemented by the Audit and Control Committee (ACC) and the Nominations and Remunerations Committee (NRC), both composing non-executive Directors, mostly independent Directors. It is also important to note that independent Directors chair the Board Committees. The responsibilities and functioning of the ACC and the NRC are set out in the Board of Directors Regulations.

In the past few months there were some changes on the Committees of the Board of Directors. In this regard, the Appointments and Remuneration Committee (ARC) of the Board of Directors has been renamed as the Nominations, Remunerations and Sustainability Committee (NRSC) and the Audit and Control Committee has been renamed the Audit and Risk Management Committee.

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Cellnex updated its

Crime Prevention and Detection Model

to adapt it to new legislative amendments

Ethics and compliance

All activities performed by the Cellnex group are based on a solid culture of compliance, ethics and integrity to which the Management and the Board of Directors of Cellnex Telecom are firmly committed.

With the aim of continuously improving its performance in the field of compliance, Cellnex group has put in place a series of bodies, policies and control mechanisms in the area of compliance, among which we would highlight:

  • • The establishment of the Committee of Ethics and Compliance, which is also the Body Responsible for criminal fulfilment of the Cellnex group.

  • • The adoption of compliance policies, such as the Code of Ethics and the Prevention of Corruption Procedure.

  • • The establishment of control mechanisms of the compliance model, such as the Ethical Channel and the Disciplinary System.

The Committee of Ethics and Compliance of the Cellnex group is the body in charge of guaranteeing the Group's compliance with legal requirements, and its function is to ensure the respect for business ethics and integrity, as well as compliance with the imperative and voluntary regulations that apply to the Group, with the Code of Ethics at the centre. Thus, it is the advisory and management body, as well as executive, for all issues related to the Code of Ethics of the Cellnex group.

The current composition of the Committee of Ethics and Compliance is as follows:

  • • José Mª Miralles (Chairman). General Counsel Legal & Regulatory Affairs

  • • Sergi Martínez (Secretary). Internal Audit & Risks Control

  • • Alberto López. Global Resources Director

  • • Toni Brunet. Corporate & Public Affairs Director

In order to preserve the independence of the Committee of Ethics and Compliance of the Cellnex group, this body maintains its functional and organic dependence from the Committee of Appointments and Remunerations of the Board of Directors of Cellnex Telecom.

The Committee of Ethics and Compliance, as the Body Responsible for criminal fulfilment of the Cellnex group, is the body in charge of identifying risks, mainly specific criminal risks of the Cellnex group, and establishing controls and measures to mitigate them through the dynamic management of the system of Prevention and Detection of Crimes.

In 2020, Cellnex, assisted by PwC, reviewed and updated its Crime Prevention and Detection Model to adapt it to the recent legislative amendments as well as to Cellnex's organisational changes. This task began in 2019 and ended in 2020.

Furthermore, the Independent Expert PwC has issued a report based on the standard

ISAE 3000 "Assurance Engagements Other Than Audits or Reviews of Historical

Financial Information" stating that Cellnex has an environment of adequate and reasonable control to mitigate the commission of criminal offences entailing criminal liability of legal persons.

The updated version of the Crime Prevention Model and the Independent Expert report were approved by the Committee of Ethics and Compliance and by the Appointments and Remuneration Committee and by the Board of Directors in 2020.

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Cellnex updated its

Corruption Prevention Procedure

to align it with ISO 37.001

As an essential part of the system of Prevention and Detection of Crimes, Cellnex has adopted a Prevention of Corruption Procedure that obeys the Group's commitment to conduct its business in an integral, honest, responsible and transparent manner, following the ethical principles in the development of its activity at all times, with a zero-tolerance approach to any form of corruption. The Procedure therefore represents the

Group's commitment to fight against all forms of corruption.

Cellnex is committed to the best global anticorruption practices and, with the assistance of PwC, updated its Corruption prevention procedure in 2020 to align it with the requirements of ISO 37001. The updated version of the Corruption prevention procedure was approved by the Committee of Ethics and Compliance and by the Appointments and Remuneration Committee and by the Board of Directors in 2020.

In this regard, thanks to all the measures developed by Cellnex to prevent corruption, no cases of corruption were identified in 2020, as in 2019.

In 2020 Cellnex, assisted by PwC, carried out a process of verification and testing to check whether existing Cellnex guidelines and controls on prevention of corruption had been met over the course of the contractual relationship between Cellnex and its suppliers. A random sample of suppliers was selected for this purpose.

To reinforce the culture of compliance, ethics and integrity, we expect to appoint a Tax Compliance Officer within the Cellnex group during 2021 to align with the requirements of UNE 19602. Moreover, in 2020 Cellnex adhered to the Code of Best Tax Practices.

Furthermore, a Compliance Plan 2021-2022 is being drafted, the main purpose of which is to improve the control environment and promote compliance awareness within the Group. In order to improve the control environment as stated above, we expect to implement a tool to carry out due diligence of third parties regarding Corruption, money laundering and financing of terrorism, international sanctions, etc.

Code of Ethics

Cellnex's Code of Ethics, approved in 2015 by the Board of Directors of Cellnex Telecom, S.A., is the fundamental rulebook of the Cellnex group and its aims are:

  • • To establish general guidelines for action and behaviour.

  • • To define a mandatory ethical reference framework to govern the working and professional behaviour of those subject to it.

  • • To create a set of rules of conduct for stakeholders that come into contact with any of the Group companies.

  • • To establish a regulation for the prevention of corruption to implement the guidelines to be followed in the fight against corruption.

According to the Cellnex group Code of Ethics, the guiding principles of the Cellnex group are the following:

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Cellnex Telecom SA published this content on 25 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 February 2021 09:10:02 UTC.