Cellnex Telecom S A : The company announces an agreement with Deutsche Telekom to combine their mobile infrastructure in the Netherlands 1MB

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Other Relevant information in compliance with article 227 of the Consolidated Text of the

Spanish Securities Markets Law, notified to the Spanish National Securities Market Commission

Deutsche Telekom and Cellnex to combine their mobile infrastructure in the Netherlands

And to jointly support the launch of a vehicle to promote telecom infrastructure investments in Europe

21 January 2021

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TransactionD aft - 20190224 v19.pptx Rationale

Delivering on our equity story in The Netherlands with a key partner

through a blueprint model

Significant step in a core

market

Achieving nationwide scale in The

Netherlands

Validating Cellnex's

industrial proposition

Leading TowerCo to accelerate 5G adoption and drive efficiencies

Contribution in kind of c.3,150 sites from DTAG Group (1) in The Netherlands

In exchange for new shares representing a

38% stake at local subsidiary level

Adjusted EBITDA contribution of c.€63Mn

and RLFCF of c.€30Mn (run rate (2))

Already delivering on a new

pipeline of opportunities

No cash consideration required

Neutrality preserved

Deal structured through a financial partnership with Digital Infrastructure Vehicle (DIV) (3) following the successful precedent between Deutsche Telekom and Cellnex in Switzerland

Fully compliant with M&A

investment criteria

RLFCF per share accretion from day 1

1. Deutsche Telekom Group
2. Management estimate of the contribution from new assets by year 7
3. "Digital Infrastructure Vehicle 1 SCSp", a new fund independently managed by Digital Transformation Capital Partners and supported by Deutsche Telekom and Cellnex to promote new telecom infrastructure projects

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3 recent deals in 4 key existing markets and opening 4 new markets

Leading independent TowerCo in Europe with up to c.107k sites (1), of which up to

c.19k to be executed through BTS programs

Significant footprint expansion
c.107k		5,200 Sites (4) (6)
sites (1)	1,900 Sites (4)
2,399 Sites (4)		11,890 Sites (4) (6)
14,720 Sites (4) (6)	4,314 Sites (1) (2) (6)
13,705 Sites (3) (4)		4,900 Sites (4)
	6,118 Sites (4)	Countries with more than 1
	anchor tenant
5,876 Sites (4)		Countries with 1 anchor
		tenant
11,050 Sites	24,549 Sites	(4) (6)

Cellnex vs. Peers		x15					215
('000 sites)
		107
		40
				22	32
7
	Cellnex	Inwit	SBA	CC	Cellnex	AMT
2014

1. As per Hutchison deal market presentation and including this new deal
2. New BTS program of up to 180 sites
3. In addition, a Fiber-to-the-Tower project with Bouygues Telecom in place

Significant business risk diversification

Revenues - Run Rate (1) (5)

TIS

Other c.10%

	c.90% revenues	€3.9Bn
	from TIS
		c.90%
	Adjusted EBITDA - Run Rate (1) (5)
		c.20%	c.5%
			c.7%
		c.20%
c.80% from countries		c.10%

€3.1Bn

with sovereign

rating of at least A

c.18%

c.20%

1. As per Hutchison deal market presentation
2. Management estimate; run rate upon completion of BTS programs including 3rd party tenants and potential efficiencies
3. Including transactions not yet closed (Play Poland, Hutchison, Netherlands)

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IBDROOTPROJECTSIBD-LNZAPOTEC2018622491_114. Roadshow PresentationAIRE - Roadshow Presentation

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	• Achieving nationwide presence in The Netherlands with a total of c.4,300 sites in the country,
Strategic Rationale	therefore increasing prospects for further organic growth in a key market
	• Delivering beyond targeted pipeline identified in the recent capital increase
	• c.3,150 telecom sites with an initial customer ratio of c.1.2x
	• BTS program of up to c.180 new sites (to be deployed over the next 7 years)
	• CPI-linked Master Lease Agreement
	• Initial term of 15 years + subsequent automatic renewals of 10-year periods (all-or-nothing,
	undefined maturity basis)
Key Project Terms	• Incorporated and to-be-built new assets are expected to contribute an Adjusted EBITDA of
c.€63Mn (IFRS 16) and RLFCF of c.€30Mn on a run rate basis (1)

1. • • Incremental backlog of c.€2Bn, total to reach c.€88Bn after all closings

   • DIV to contribute in kind: i) c.3,150 sites from DTAG Group and ii) €250Mn debt into Cellnex
     Netherlands
   • Cellnex Netherlands to issue new shares and DIV to own a 38% of the enlarged share capital (2)
   • Closing expected in H1 2021, subject to customary regulatory approvals
2. Management estimate of the contribution from new assets by year 7
3. Including an exit mechanism based on Cellnex Switzerland transaction (please see Note 17 of the Consolidated Financial Statements for the Year 2019)

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