Annual Financial Statements

and Combined Management­

Report for the Financial Year from 1 April 2021 to 31 March 2022

Vantage Towers AG

2

3 Combined Management Report

  1. Company profile
  1. Economic report
  1. Results of operations - IFRS consolidated group
  1. Results of operations - Vantage Towers AG
  1. Takeover-relevantinformation
  1. Risks and opportunities
  1. Internal control system
  1. Subsequent events
  1. Report on relationships with affiliated ­companies
  1. Outlook
  1. Corporate Governance Report

Vantage Towers AG -- Annual Financial Statements and Combined Management Report 2021/22

3

Combined Management Report

Company profile

Fundamentals of the Group

We are a leading tower company in Europe with approximately 83,000 macro sites and approximately 9,400 micro sites across ten markets. Vantage Towers Group (hereinafter also referred to as "Vantage ­Towers" or the "Group") comprises the parent company Vantage Towers AG, a stock corporation under the laws of the Federal Republic of Germany, and its subsidi- aries. The Company commenced trading in 2020 with business operations conducted by Vantage Towers AG as well as by its direct and indirect subsidiaries. As of 31 March 2022, Vantage Towers Group employed 533 people, excluding our equity accounted investments in INWIT and Cornerstone, and its headquarters are located in Duesseldorf, Germany.

Business model

Our business model combines four key factors:

  1. Owning fully-integrated nationwide grids that are underpinned by secure, long-term contractual arrangements with a high-quality customer base, including leading MNOs in each market1;
  2. Controlling or co-controlling towers that are part of the essential consolidated grid of at least two of the largest MNOs in markets where the
    Vodafone­ Group has already signed nationwide active sharing agreements, including Spain, Greece, Portugal, Italy, the United Kingdom, and Romania;
  1. Expanding the services offered by a tower company­ beyond the traditional role of an infrastructure­
    landlord to MNOs to the role of a network enabler for a range of existing and new customers; and
  2. Being at the forefront of enabling a resilient, inclusive digital society with a clear focus on sus- tainable infrastructure to minimise environmental impact.

Our principal business consists of building and ­operating telecommunications sites in order to offer space, energy management and related services to customers that in turn provide mobile, voice, data and other services to end-users.

Our portfolio of assets includes towers, masts, rooftop sites, DAS and small cells. By building, operating and leasing this passive infrastructure to our customers, we are making a significant contribution to better ­connectivity and the sustainable digitisation of Europe.

Our assets are supported by long-term contractual commitments with MNOs that largely hold investment grade credit ratings, which provide predictable revenues typically adjusted periodically for inflation. This includes the inflation-linked Vodafone master services agreements (MSAs) with members of the Vodafone Group. Where our contracts with other MNO customers are not currently linked to inflation, we aim to include CPI (Consumer Price Index) escalators in our customer contracts as they expire and are renegotiated.

1 Source: Fitch Solutions

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Vantage Towers AG -- Annual Financial Statements and Combined Management Report 2021/22

In most of our markets, the majority of our tower assets have been developed organically over three decades with the aim to provide a first-classinfrastructure network. Consequently, the international site portfolio is well-integrated, benefits from the strategic locations of its sites, and is an attractive potential host for MNO but also for non-MNO customers looking to expand or densify their networks.

Business segments

Vantage Towers has four reporting segments, comprising Germany, Spain, Greece, and Other European Markets. These reporting segments reflect the basis on which we manage our business and are reconciled to the Group's consolidated financial statements for the twelve months ended 31 March 2022 in line with IFRS 8 "Operating Segments".

The reporting segments Germany, Spain and Greece include the Group's operations in each of these jurisdictions, respectively. The reporting segment Other ­European Markets comprise our operations in the Czech Republic, Hungary, Ireland, Portugal, and Romania.

In addition to these four segments, we account for the results of our equity investments in INWIT and Cornerstone under "Share of results of equity accounted joint ventures" in our income statement.

Germany

As our largest market, Germany comprises 42% of our total macro sites and 36% of our tenancies in our consolidated markets as of 31 March 2022.

Our site portfolio in Germany is well-balanced. The sites have capacity to co-locate additional tenants, and a significant proportion does not have competitors' sites nearby. As of 31 March 2022, Vantage Towers Germany's portfolio comprised approximately 19,400 macro sites.

As of 31 March 2022, the tenancy ratio amounted to 1.23x on our macro sites in Germany.

Spain

Spain represents our second largest market, comprising 19% of our macro sites and 23% of our tenancies in our consolidated markets as of 31 March 2022.

The Group's site portfolio in Spain is well-balanced, has capacity for colocation and has moderate overlap with the site portfolios of its competitors. Our portfolio of Spanish sites comprised approximately 8,500 macro sites as of 31 March 2022.

The Group's overall tenancy ratio in Spain amounted to 1.79x as of 31 March 2022.

Greece

Vantage Towers Greece is the largest telecommunications tower company in Greece by number of sites. Greece is the Group's third largest market, comprising 11% of the Group's macro sites and 12% of the Group's tenancies in our Consolidated Markets as of 31 March 2022.

Our portfolio comprises approximately 4,800 macro sites in Greece as of 31 March 2022.

As of 31 March 2022, we recorded a tenancy ratio of 1.68x regarding our sites in Greece.

Other European Markets

The Group's Other European Markets segment includes its operations in Portugal, the Czech Republic, Hungary, Ireland, and Romania. We rank second in the market by number of sites in the Czech Republic, Ireland, Portugal, and Hungary and fourth in Romania1. Across these markets, the Group operated a total of approximately 12,900 macro sites, comprising 28% of the Group's macro sites and 28% of the Group's tenancies in its Consolidated Markets as of 31 March 2022.

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Co-controlled joint ventures and joint operations

The Group's co-controlled joint ventures and joint operations include INWIT and Cornerstone. INWIT operates approximately 22,800 macro sites with a tenancy ratio of 2.01x. Cornerstone operates approximately 14,500 macro sites with a tenancy ratio of 2.0x.

The following map sets out a breakdown of the Group's site portfolio by market, including the portfolios of its co-controlled joint ventures, showing the number of macro sites as of 31 March 2022.

1.3k 14.5k

Ireland

50%

19.4k

3.9k

2.1k

2.3k

UK

1.56x

2.0x

Germany

Czech Rep.

Hungary

Romania

1.23x 1.11x1.52x 2.05x

3.5k

8.6k

22.8k

4.8k

Italy

33%

1.68x

Portugal

Spain

2.01x

Greece

1.25x

1.79x

100% ownership (unless otherwise stated)

Co-control

Stake held

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Vantage Towers AG published this content on 14 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 June 2022 12:42:11 UTC.