Uniti : and Windstream Merger Investor Presentation

Cautionary Statement

No Offer or Solicitation

This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of Uniti Group Inc. ("Uniti"), Windstream Holdings II, LLC ("Windstream") or the proposed combined company ("New Uniti") or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Additional Information and Where to Find It

Uniti and Windstream plan to file relevant materials with the Securities and Exchange Commission (the "SEC") in connection with the contemplated transaction (the "Transaction"), including a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus and other documents. Uniti will mail the proxy statement/prospectus contained in the Form S-4 to its stockholders. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents that may be filed with the SEC in connection with the Transaction.

THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WILL CONTAIN IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE TRANSACTION AND RELATED MATTERS. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TRANSACTION. The proxy statement/prospectus, any amendments or supplements thereto and all other documents filed with the SEC in connection with the Transaction will be available when filed free of charge on the SEC's website (at www.sec.gov). Copies of documents filed with the SEC by Uniti will be made available free of charge on Uniti's investor relations website (at https://investor.uniti.com/financial-information/sec-filings).

Participants in the Solicitation

Uniti, Windstream and their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Uniti's stockholders in connection with the Transaction. Information about Uniti's directors and executive officers is set forth in the sections titled "Proposal No. 1 Election of Directors" and "Security Ownership of Certain Beneficial Owners and Management" included in Uniti's proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 11, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1620280/000110465924046100/0001104659-24-046100-index.htm), the section titled "Directors, Executive Officers and Corporate Governance" included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1620280/000162828024008054/unit-20231231.htm), and subsequent statements of beneficial ownership on file with the SEC and other filings made from time to time with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Uniti stockholders in connection with the Transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

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Cautionary Statement

Forward-Looking Statements

This communication contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by terms such as "may," "will," "appears," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these words or other similar terms or expressions that concern expectations, strategy, plans, or intentions. However, the absence of these words or similar terms does not mean that a statement is not forward-looking. All forward- looking statements are based on information and estimates available to Uniti and Windstream at the time of this communication and are not guarantees of future performance.

Examples of forward-looking statements in this communication (made at the date of this communication unless otherwise indicated) include, among others, statements regarding our merger with Windstream and the future performance of New Uniti (together with Windstream and Uniti, the "Merged Group"), the perceived and potential synergies and other benefits of the Transaction, and expectations around the financial impact of the Transaction on the Merged Group's financials. In addition, this communication contains statements concerning the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Uniti and Windstream for Uniti and Windstream, respectively, and the Merged Group, the anticipated timing for and outcome and effects of the Transaction (including expected benefits to shareholders of Uniti), expectations for the ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the Merged Group.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement and may include statements regarding the expected timing and structure of the Transaction; the ability of the parties to complete the Transaction considering the various closing conditions; the expected benefits of the Transaction, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of New Uniti following completion of the Transaction; and anticipated growth strategies and anticipated trends in Uniti's, Windstream's and, following the expected completion of the Transaction, New Uniti's business.

In addition, other factors related to the Transaction that contribute to the uncertain nature of the forward-looking statements and that could cause actual results and financial condition to differ materially from those expressed or implied include, but are not limited to: the satisfaction of the conditions precedent to the consummation of the Transaction, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the Transaction, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the Transaction within the expected time period (if at all); potential difficulties in Uniti's and Windstream's ability to retain employees as a result of the announcement and pendency of the Transaction; risks relating to the value of New Uniti's securities to be issued in the Transaction; disruptions of Uniti's and Windstream's current plans, operations and relationships with customers caused by the announcement and pendency of the Transaction; legal proceedings that may be instituted against Uniti or Windstream following announcement of the Transaction; funding requirements; regulatory restrictions (including changes in regulatory restrictions or regulatory policy) and risks associated with general economic conditions.

Additional factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward- looking statements are detailed in the filings with the SEC, including Uniti's annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC.

There can be no assurance that the Transaction will be implemented or that plans of the respective directors and management of Uniti and Windstream for the Merged Group will proceed as currently expected or will ultimately be successful. Investors are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating outlook for Uniti, Windstream or the Merged Group (including the realization of any expected synergies).

Except as required by applicable law, Uniti does not assume any obligation to, and expressly disclaims any duty to, provide any additional or updated information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this communication will, under any circumstances (including by reason of this communication remaining available and not being superseded or replaced by any other presentation or publication with respect to Uniti, Windstream or the Merged Group, or the subject matter of this communication), create an implication that there has been no change in the affairs of Uniti or Windstream since the date of this communication.

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Today's Presenters

KENNY GUNDERMAN

Chief Executive Officer, Uniti

PAUL BULLINGTON

Chief Financial Officer, Uniti

AGENDA

Transaction Details

Strategic Rationale

Value Creation

Financial Overview

Q&A

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Transformative Combination Unlocks Significant Value

Uniti and Windstream to combine to create a premier insurgent fiber provider with ~$4 billion in revenue and 217,000 fiber route miles covering 47 states within the U.S.

Existing Uniti shareholders will own ~62% and existing Windstream shareholders will own ~38% of the outstanding common equity of the combined company(1), with certain of Windstream's largest shareholders, including Elliott, rolling substantially all of their investment value in Windstream into the combined company

New combined company will be well-positioned in rapidly growing market for digital infrastructure services, particularly in Tier II and III markets

Combination accelerates growth, improves competitiveness and removes several dis-synergies and encumbrances, with additional levers for value creation and increased strategic optionality

Compelling financial profile with meaningful synergies, enhanced cash flow generation and improved leverage that supports increasing shareholder returns

1. Ownership percentage excludes impact of non-voting warrants issued to certain shareholders of Windstream. Inclusive of non-voting warrants, existing Uniti shareholders will own ~58% of the outstanding common equity of the combined company and existing Windstream shareholders will own ~42% of the outstanding common equity of the combined company.

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Transaction Overview

Financial Terms

Transaction

Structure

Company Name &

Headquarters

Management &

Board

Strategic Rationale

• Capital Allocation Strategy

Closing Conditions

• Consideration to Windstream shareholders to include $425 million in cash, $575 million of preferred equity in the new combined company, and common shares representing ~38% ownership of the outstanding common equity of the combined company(1)
• • Windstream shareholders will additionally receive non-voting warrants to acquire up to 6.9% of common shares of the combined company
• Key Windstream shareholders are rolling substantially all of their current holdings in both companies
• The current business plan of the combined entity is expected to be fully funded with existing facilities and liquidity
• Existing debt structures of each company are expected to initially remain in place as separate credit silos
• Potential for tax basis step-up in most of Uniti's assets, resulting in future tax shield(2)
• Combined company will be a taxable C corporation
• New combined company will retain the Uniti name and remain headquartered in Little Rock, Arkansas
• The existing Uniti executive management team, supported by key members of Windstream's management team, will lead the combined company
• The combined company will benefit from the deep bench of fiber expertise across both Uniti and Windstream
• New 9-person Board of Directors will consist of:
• • Uniti's existing 5 board members;
  • 2 new board members selected by Elliott; and
  • 2 new board members jointly selected by Uniti and Elliott
• The combined company is expected to have substantial value accretive uses for its capital going forward
• As a result, Uniti will suspend its common dividend
• Uniti will consider reinstating a common dividend in the future as appropriate
• Subject to Uniti shareholder vote, regulatory approvals and other customary closing conditions
• Targeted closing by the second half of 2025

1. Ownership percentage excludes impact of non-voting warrants issued to certain shareholders of Windstream. Inclusive of non-voting warrants, existing Uniti shareholders will own ~58% of the outstanding common equity of the combined company and existing Windstream shareholders will own ~42%

of the outstanding common equity of the combined company.
(2) The step-up in basis is dependent on Uniti's ability to obtain a private letter ruling from the IRS, and closing is not conditioned on that private letter ruling being obtained.	6

Combined Company's Assets & Customers Create a Leader in the Fiber Space

• First mover fiber builder in Tier II and III markets to create insurgent-like competitive advantage
• Combined business will be a leader in reach and technology, while offering unique routes that differentiate Uniti from the competition
• Current operating plan is expected to be fully funded; ability to expand FTTH build by up to one million additional households

Combined Company

	Uniti	Windstream
Kinetic	PropCo	OpCo
National Wholesale Fiber	~140,000	~87,000
Route Miles(1)
Regional Enterprise	30 Lit Metros	Field Ops(2)
Managed Services Revenue	-	~$1 Billion

Key Stats

4.3 Million Households

~217,000

30 to 50 Lit Metros

~$1 Billion

Owned Fiber

Leverages Type II

Fiber Services

Multiple Levers for Value Creation Backed by a Fully Funded Current Business Plan

Source: Uniti and Windstream filings and earnings presentations; company websites.

(1) Fiber route miles exclude ~9,000 of overlapping route miles.

(2) Field Ops includes engineering, service delivery, service assurance, NOC.

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Large and Growing Market with Significant Macro Tailwinds

48.9 ZB

Post Dot-Com Bubble Growth

Smart Devices

Proliferate

• Birth of iPhone
• Growth of China digital economy
• Online music
  0.2 ZB

Internet Monetization

New Business Models Emerge

• Mobile data services
• Streaming video
• Online commerce
• Rich media
• Enterprise SaaS
  0.9 ZB

Cloud

Economy

DCI Explodes

• Distributed data centers
• Growth in XaaS models
• Advent of Big Data
• Shift to user-generated content
• Digital economy - Uber, Airbnb, etc.
  3.9 ZB

Digital Transformation

Pandemic Accelerates Digital Change

• Hybrid work environment
• Next wave of cloud and edge services
• New security solutions
• ESG
  14.8 ZB

AI

Generation

AI Disrupts Network

Architecture

Economics

• Generative AI
• AI Clusters
• Metaverse
• Quantum Computing
• Robotics
• Automation
• Federated learning

2004-2008

2009-2013

2014-2018

2019-2023

2024-2028

Generative AI Expected to Drive Increased Data Usage by 3x Over the Next 4 Years

Source: Ciena Corporation. ZB = zettabyte.

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Creating a Premier Insurgent Fiber Provider

Combined Uniti Network

Metro Markets with Uniti Enterprise Service

Market Expansion Opportunity

~217K	~4.3M
Fiber Route	Residential
Miles(1)	Households
~75%	~150K
% Network Inventory	On-Net
Available	Locations(2)
~600K	300+
Near-Net	Metro
Locations(3)	Markets(4)
~12.8K	~2.6K
Fiber-to-the-Tower	Small Cell
Connections	Connections

Company's Combined Tier II and III Market Footprint Creates Significant Competitive Advantage

Source: Uniti and Windstream filings and earnings presentations; company websites.

Note: Data as of December 31, 2023.

(1) Excludes ~9,000 of overlapping route miles.

(2) Represents on-net buildings connected to the combined network.

(3) Includes ~275,000 locations on Uniti network and ~325,000 locations on Windstream network that are within 2,000 feet of the overall network.

(4) Presence in 30+ enterprise enabled markets.

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Kinetic Investment Highlights

Unique, diverse footprint with limited overbuilder presence

• Rural and geographically diverse footprint: ~75% of footprint in markets with less than 20,000 households
• Insurgent fiber provider resulting in 85% of footprint with no overbuilders

Already upgraded ~1.5 million households to Next-gen FTTH

• Committed to fiber expansion in Tier II/III markets
• Secured grants/awards to build fiber to over 300,000 households in upcoming years through RDOF and public private partnerships

Additional network investments enhance competitive advantage and lower capex for FTTH upgrades

• Fiber and transport network investments over past 10 years support industry-leading ~$650 cost per passing

Proven build capabilities with strategic differentiation of in-sourced construction team

• Construction and engineering team consisting of ~1,000 employees
• Capable of managing significant build velocity with steadfast commitment to delivering high-quality results

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