Cellnex Telecom, S.A.

Financial Statements for the year ended

31 December 2020 and Directors'

Report, together with Independent

Auditor's Report

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 16). In the event of a discrepancy, the Spanish-language version prevails.

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain. In the event of a discrepancy, the Spanish-language version prevails.

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

To the Shareholders of Cellnex Telecom, S.A.,

Report on the Financial Statements

Opinion

We have audited the financial statements of Cellnex Telecom, S.A. (the Company), which comprise the balance sheet as at 31 December 2020, and the statement of profit or loss, statement of changes in equity, statement of cash flows and notes to the financial statements for the year then ended.

In our opinion, the accompanying financial statements present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2020, and its results and its cash flows for the year then ended in accordance with the regulatory financial reporting framework applicable to the Company (identified in Note 2.1 to the financial statements) and, in particular, with the accounting principles and rules contained therein.

Basis for Opinion

We conducted our audit in accordance with the audit regulations in force in Spain. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Company in accordance with the ethical requirements, including those pertaining to independence, that are relevant to our audit of the financial statements in Spain pursuant to the audit regulations in force. In this regard, we have not provided any services other than those relating to the audit of financial statements and there have not been any situations or circumstances that, in accordance with the aforementioned audit regulations, might have affected the requisite independence in such a way as to compromise our independence.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Evaluation of the impairment test on investments in Group companies and associates

Description

Procedures applied in the audit

The Company has ownership interests in the share capital of Group companies and associates that are not listed on regulated markets (see Note 8).

The Company tests the investees engaging in the operation of infrastructure for mobile telecommunications operators for impairment each year, irrespective of whether there are indications of impairment, given the sensitivity of the key assumptions in the business plan. Those impairment tests are performed using discounted cash flow-based valuation techniques, for which purpose the Company employs cash flow projections aligned with projected earnings and investments in non-current assets and current assets, as well as other assumptions obtained from each investee's business plan. Also, a discount rate is determined on the basis of the economic situation in general and of that of each investee in particular.

The performance of these estimates requires the directors to make significant judgements and estimates.

Our audit procedures included, among others, obtaining and analysing the impairment tests conducted by the Company, verifying their clerical accuracy and analysing the consistency of the future cash flow estimates considered in those tests with the most recent business plans prepared.

In addition, we evaluated the reasonableness of the key assumptions considered (such as revenue growth, cost inflation and the discount rate), and performed a sensitivity analysis of those key assumptions and a review of their consistency with the actual data relating to the performance of the investments held.

We involved our internal valuation experts in order to evaluate, mainly, the methodology employed by the Company in the impairment tests conducted, the discount rates considered and the terminal value, expressed in perpetuity growth terms, of the projected future cash flows.

Evaluation of the impairment test on investments in Group companies and associates

Description

Procedures applied in the audit

As a result of the foregoing, as well as of the

Lastly, we checked that the disclosures

significance of the investments held, this

included in Note 8 to the accompanying

matter was determined to be a key matter

financial statements in connection with this

in our audit.

matter were in conformity with those

required by the applicable regulatory

framework.

Other information: Directors' Report

The other information comprises only the directors' report for 2020, the preparation of which is the responsibility of the Company's directors and which does not form part of the financial statements.

Our audit opinion on the financial statements does not cover the directors' report. Our responsibility relating to the directors' report, in accordance with the audit regulations in force, consists of:

  • a) Solely checking that the non-financial information statement and certain information included in the Annual Corporate Governance Report, to which the Spanish Audit Law refers, have been furnished as provided for in the applicable legislation and, if this is not the case, reporting this fact.

  • b) Evaluating and reporting on whether the other information included in the directors' report is consistent with the financial statements, based on the knowledge of the entity obtained in the audit of those financial statements, as well as evaluating and reporting on whether the content and presentation of this section of the directors' report are in conformity with the applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report that fact.

Based on the work performed, as described above, we observed that the information described in section a) above was furnished as provided for in the applicable legislation and that the other information in the directors' report was consistent with that contained in the financial statements for 2020 and its content and presentation were in conformity with the applicable regulations.

Responsibilities of the Directors and of the Audit and risk management committee for the Financial Statements

The directors are responsible for preparing the accompanying financial statements so that they present fairly the Company's equity, financial position and results in accordance with the regulatory financial reporting framework applicable to the Company in Spain, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The audit and risk management committee is responsible for overseeing the process involved in the preparation and presentation of the financial statements.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the audit regulations in force in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is included in the Appendix to this auditor's report. This description, which is on pages 6 and 7 of this document, forms part of our auditor's report.

Report on Other Legal and Regulatory Requirements

European Single Electronic Format

We have examined the digital file in European Single Electronic Format (ESEF) of Cellnex Telecom, S.A. for 2020, which comprise the XHTML file including the financial statements for 2020, which will form part of the annual financial report.

The directors of Cellnex Telecom, S.A. are responsible for presenting the annual financial report for 2020 in accordance with the format and markup requirements established in Commission

Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation").

Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with the audit regulations in force in Spain. Those regulations require that we plan and perform our audit procedures in order to ascertain whether the content of the financial statements included in the aforementioned file corresponds in full to that of the financial statements that we have audited, and whether those financial statements were formatted, in all material respects, in accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital file examined corresponds in full to the audited financial statements, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.

Additional Report to the Audit and risk management committee

The opinion expressed in this report is consistent with the content of our additional report to the Company's audit and risk management committee dated 25 February 2021.

Engagement Period

The Annual General Meeting held on 9 May 2019 appointed us as auditors for a period of one year from the year ended 31 December 2019.

Previously, we were designated by the sole shareholder for the period of three years and have been auditing the financial statements uninterruptedly since the year ended 31 December 2013 and, therefore, since the year ended 31 December 2015, the year in which the Company became a Public Interest Entity.

DELOITTE, S.L.

Registered in ROAC under no. S0692

Iván Rubio Borrallo

Registered in ROAC under no. 21443

25 February 2021

Appendix to our auditor's report

Further to the information contained in our auditor's report, in this Appendix we include our responsibilities in relation to the audit of the financial statements.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with the audit regulations in force in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of the use by the directors of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the entity's audit and risk management committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the entity's audit and risk management committee with a statement that we have complied with relevant ethical requirements, including those regarding independence, and we have communicated with it to report on all matters that may reasonably be thought to jeopardise our independence, and where applicable, on the related safeguards.

From the matters communicated with the entity's audit and risk management committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Cellnex Telecom, S.A.

Financial Statements for the year ended

31 December 2020 and Directors' Report

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 20). In the event of a discrepancy, the Spanish-language version prevails.

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 20). In the event of a discrepancy, the Spanish-language version prevails.

CELLNEX TELECOM , S.A.

BALANCE SHEET AT 31 DECEMBER 2020

(Thousands of Euros)

ASSETS

Notes

31 December 2020

31 December 2019

EQUITY AND LIABILITIES

Notes

31 December 2020

31 December 2019

NON-CURRENT ASSETS: Intangible assets- Computer software

Property, plant and equipment-Land and buildings

Plant and other items of property, plant and equipmentProperty, plant and equipment under construction Investments in Group companies and associates- Equity instruments

Non current loans to Group companies and associates Non-current investments-

Equity instruments

Non current loans

Derivate Financial Instruments

Other financial assets

Deferred tax assets

Nota 6

18.223 18.223 5.576 807 4.701 68 13.444.567 13.081.300 363.267 18.411

Nota 8.1

13.197 13.197 3.478 532 2.878 68 6.747.401 5.577.246

EQUITY: NET EQUITY Capital

Nota 7

Share premium Reserves-

Legal and bylaw reserves Other reserves

(Treasury shares)

Nota 17.3

1.170.155

Other equity instruments Profit for the year

Nota 9

1.692VALUATION ADJUSTMENTS-

281

450Hedging operations

10.607

456

Nota 12.3

6.723

-

800 84.655

Nota 13.6

786 34.661

Total non-current assetsNON-CURRENT LIABILITIES:

13.571.432

6.800.429

Non-current provisions Non-current borrowings-

Bond issues

Bank borrowingsDerivate Financial Instruments

CURRENT ASSETS:

Trade and other receivables-

Trade receivables

Receivables from Group companies and associates Sundry receivables

StaffCurrent tax assets

Other tax receivables from Public Authorities

Current investments in Group companies and associates-

Current loans to Group companies and associates Current investments

Short-term loans to third parties Other financial assets

Current acrruals

Cash and cash equivalents-

Other financial liabilities

Total equity

Non current loans from Group companies and associates

18.967

56.886

Total non-current liabilities

155

Nota 11

121.677 7.769.936 136.157 19.000 117.157 (8.078) 244.165 (69.195)

96.332 3.886.193 127.054 11.584 115.470 (4.222) 139.914 7.415

8.187.665

(6.997)

(2.695) 4.249.991

Nota 16.4

Nota 12.3

Nota 12

30 7.969.744 7.478.501 -

4.907

1.699 4.607.105 3.460.798 1.142.714 3.593

486.336

-Cash

84

Nota 17.3

Cash equivalents

16.092

Total current assets

7.555

352

397

3.028

1

CURRENT LIABILITIES: Current borrowings-

Nota 13.2

TOTAL ASSETS

Nota 13.2

Nota 17.3

143 58.839 58.839 2.420 2.418 2 2.060 3.238.309

1.828

Nota 10

44.544

1.674

Bond issues Bank borrowings

35.758Derivate Financial Instruments

35.758

Other financial liabilities

Nota 9

-

2 1.154 2.242.659

2

Current loans from Group companies and associates Current loans from Group companies and associates Trade and other payables-

Payables to Group companies and associates Other payables

109.204 3.129.105

2.162.659 80.000 2.336.459 9.136.888

Staff

Other payables to Public Authorities

3.320.595 16.892.027

Total current liabilities

TOTAL EQUITY AND LIABILITIES

Nota 17.3

Nota 17.3

Nota 17.3

Nota 16.4

Nota 13.2

Nota 12

-

17.050

7.969.774

4.625.854

64.863

49.072

56.453

40.326

1.987

4.944

165

201

6.258

3.601

611.012

175.627

611.012

175.627

58.713

36.344

14.240

622

33.886

27.213

6.561

7.334

4.026

1.175

734.588

261.043

16.892.027

9.136.888

The accompanying Notes 1 to 20 and Appendix I are an integral part of the balance sheet at 31 December 2020

2

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain

(see Notes 2 and 20). In the event of a discrepancy, the Spanish-language version prevails.

CELLNEX TELECOM, S.A.

INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2020

(Thousands of Euros)

Notes

2020

2019

ONGOING OPERATIONS: Revenue-

Dividends Interest income

Other operating income-

Non-core and other current operating income Staff costs-

Wages, salaries and similar expenses Employee benefit costs

Other operating expenses- Outside services

Taxes other than income tax

Losses, impairment and changes in trade provisions Depreciation and amortisation

Profit from operations

Finance income- Borrowings from third parties Finance costs-

Borrowings from Group companies and associates Borrowings from third parties

Change in fair value of financial instruments Exchange differences

Net financial profit/loss Profit before tax Income tax

Profit for the year

Notes 15.1 and 17.3

Note 15.2

Note 15.3

Note 15.4

Notes 6 and 7

Note 17.3

Note 15.5

Note 13.5

130.167 92.212 37.955 31.150 31.150

(24.670)

(21.341) (3.329)

(58.626)

(58.210)

(416) - (6.261)

133.030 126.435 6.595 28.464 28.464

(27.305)

(24.935) (2.370)

(50.133)

(48.965)

(1.138)

(30)

(4.971)

71.760

79.085

591 591

(183.602)

(1.367) (182.235)

(2.644) (8.312)

50 50

(108.602)

(482) (108.120)

(3.451)

672

(193.967)

(111.331)

(122.207)

(32.246)

53.012

39.661

(69.195)

7.415

The accompanying Notes 1 to 20 and Appendix I are an integral part of the income statement for 2020

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see

Notes 2 and 19). In the event of a discrepancy, the Spanish-language version prevails.

CELLNEX TELECOM, S.A.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2020

A) STATEMENT OF RECOGNISED INCOME AND EXPENSE

(Thousands of Euros)

Ejercicio 2020

Ejercicio 2019

PROFIT FOR THE YEAR PER INCOME STATEMENT

Income and expense recognised directly in equity

Valuation of Financial Instruments

Net investment coverage in currency other than euro Tax effect

Transfers to the income statement Cash Flow Hedges

Tax effect

Total recognised income and expense

(69.195)

7.415

(4.139)

(1.097) (4.422) 1.380

(163)

(217)

54

(1.604)

(2.139) - 535

(150)

(200)

50

(73.497)

5.661

The accompanying Notes 1 to 20 and Appendix I are an integral part of the statement of recognised income and expense for 2020.

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 19. In the event of a discrepancy, the Spanish-language version prevails.

CELLNEX TELECOM, S.A.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2020

B) STATEMENT OF TOTAL CHANGES IN EQUITY

(Thousands of Euros)

Notes

Capital

Share Premium

Reserves

(Treasury shares)

Profit for the year

Other equity instruments

Valuation adjustments

Total

Total balance 2018

Total recognised income and expense Transactions with shareholders or owners

Capital Increases and other equity contributions Distribution of dividends

Transactions with treasury shares Distribution of the result for the year 2018

Total balance 2019

Total recognised income and expense Transactions with shareholders or owners

Capital Increases and other equity contributions Distribution of dividends

Transactions with treasury shares Distribution of the result for the year 2019

Otras variaciones del patrimonio neto Total balance 2020

Notes 11.1 and 11.3

Note 11.4

Notes 11.1 and 16.4

Notes 11.1 and 11.3

Note 11.4

Notes 11.1 and 16.4

57.921

314.522

152.869

(5.572)

(26.146)

64.081

(941)

556.734

- 38.411 - - -

- 3.598.291 (26.620)

- -

- - - 331 (26.146)

- - - 1.350 -

7.415 - - - 26.146

- 67.467 - 8.366 -

(1.754)

- - - -

5.661 3.704.169 (26.620) 10.047 -

96.332

3.886.193

127.054

(4.222)

7.415

139.914

(2.695)

4.249.991

-

-

-

-

(69.195)

-

(4.302)

(73.497)

4.039.114

(29.281)

2.886 -

(1.548)

25.345

3.913.024

-

-

-

100.745

-

-

(29.281)

-

-

-

-

-

-

-

3.236

(3.856)

-

3.506

-

- -

- -

7.415 (1.548)

- -

(7.415) -

- -

- -

121.677

7.769.936

136.157

(8.078)

(69.195)

244.165

(6.997)

8.187.665

The accompanying Notes 1 to 20 and Appendix I are an integral part of the statement of total changes in equity for 2020.

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 19). In the event of a discrepancy, the Spanish-language version prevails.

CELLNEX TELECOM, S.A.

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2020

(Thousands of Euros)

Notes

2020

2019

CASH FLOWS - OPERATING ACTIVITIES (I) Profit for the year before tax

Adjustments to profit-

Depreciation and amortisation charge

Gains/(losses) on derecognition and disposal of financial instruments Losses, impairment and changes in trade provisions

Finance income

Finance costs Exchange differences Changes in working capital- Trade and other receivables Other current assets and liabilities Trade and other payables

Other cash flows from operating activities- Interest paid

Interest received

Income tax recovered (paid) Other receivables and payables

CASH FLOWS - INVESTING ACTIVITIES (II) Payments due to investments-

Group companies and associates

Property, plant and equipment and intangible assets Other financial assets

CASH FLOWS - FINANCING ACTIVITIES (III)

Proceeds and payments relating to equity instruments

Acquisition of own equity instruments (net)

Issue of equity instruments

Proceeds and payments relating to financial liabilities Proceeds from issue of bank borrowings

Bond issues

Debt issues with Group companies and associates Repayment and redemption of bond issues Repayment and redemption of bank borrowings

Repayment and redemption of Group companies and associates Dividends paid and returns on other equity instruments- Dividends

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (I+II+III)

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Notes 6 and 7

Note 15.5

Note 15.5

Note 15.5

Note 17.3

Notes 6 and 7

Note 11.1

Note 11.1

Note 12.2

Note 12.1

Note 17.3

Note 12.2

Note 12.2

Note 11.4

47.724

26.121

(122.207) 200.228

6.261

2.644 -

(591)

183.602

8.312 55.066 38.074

(444) 17.436 (85.363)

(91.978)

591 (154) 6.178

(32.246) 116.332

4.971

3.451

30

(50)

108.602

(672) 5.768 7.376 - (1.608)

(63.733)

(74.713)

50 (625) 11.555

(7.072.011)

(3.426.361)

(7.072.011)

(7.047.225)

(10.728) (14.058)

(3.426.361)

(3.420.199)

(5.219) (943)

8.019.937

5.352.639

4.011.927

(6.509) 4.018.436 4.037.291

269.848

3.982.682

1.623.272 -

(809.081)

(1.029.430)

(29.281)

(29.281)

995.650

3.683.375 - 3.683.375 1.695.884

1.142.796

1.026.032

68.948

(62.835)

(479.057) - (26.620)

(26.620)

1.952.399

2.242.659 3.238.309

290.260 2.242.659

The accompanying Notes 1 to 20 and Appendix I are an integral part of the statement of cash flows for 2020.

6

CONTENTS

Balance sheet ......................................................................................................................................................... 2

Income statement .................................................................................................................................................... 3

Statement of recognised income and expense ....................................................................................................... 4

Statement of total changes in equity ....................................................................................................................... 5

Statement of cash flows .......................................................................................................................................... 6

  • 1. General information ........................................................................................................................................ 7

  • 2. Basis of presentation ...................................................................................................................................... 8

  • 3. Proposed distribution of profit ....................................................................................................................... 10

  • 4. Accounting policies and measurement bases .............................................................................................. 10

  • 5. Financial risk management ........................................................................................................................... 22

  • 6. Intangible assets .......................................................................................................................................... 25

  • 7. Property, plant and equipment ..................................................................................................................... 26

  • 8. Investments in Group companies and associates ........................................................................................ 28

  • 9. Current and non-current financial investments ............................................................................................. 36

  • 10. Cash and cash equivalents .......................................................................................................................... 37

  • 11. Net equity ..................................................................................................................................................... 37

  • 12. Current and non-current debt ....................................................................................................................... 44

  • 13. Income tax and tax situation ......................................................................................................................... 56

  • 14. Foreign currency balances and transactions ................................................................................................ 61

  • 15. Revenue and expenses ................................................................................................................................ 62

  • 16. Commitments and obligations ...................................................................................................................... 64

  • 17. Related party transactions ............................................................................................................................ 67

  • 18. Other information .......................................................................................................................................... 74

  • 19. Events after the reporting period .................................................................................................................. 75

  • 20. Explanation added for translation to English ................................................................................................ 76

APPENDIX I. Direct and indirect shareholdings ……………………………………………………………………… .. 77

Directors' Report for 2020 ……………………………………………………………………………………………… ... 96

1. Information required under Article 262 of the Spanish Limited Liability Companies Law ………… .… ...... 96 2. Annual corporate governance report ………………………………………………………………………… .121

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 20). In the event of a discrepancy, the Spanish-language version prevails.

Cellnex Telecom, S.A.

Notes to financial statements for the year ended

31 December 2020

1. General information

Cellnex Telecom, S.A. ("the Company") was incorporated in Barcelona on 25 June 2008. Its registered office is at Calle Juan Esplandiú nº 11 (Madrid). On 1 April 2015 it changed its name to Cellnex Telecom, S.A.

The Company's corporate purpose, as set out in its bylaws, includes:

  • • The establishment and operation of all kinds of telecommunication infrastructures and/or networks, as well as the provision, management, marketing and distribution, on its own account or for third parties, of all types of services based on or through such infrastructures and/or networks.

  • • The planning, technical assistance, management, organisation, coordination, supervision, maintenance and conservation of these facilities and services under any type of contractual arrangement permitted by law, especially administrative concessions.

The Company may undertake these activities directly or indirectly through the ownership of shares or investments in companies with a similar corporate purpose or in any other formats permitted by law.

Since May 7, 2015, the shares of the Company have been listed on the Stock Exchanges of Barcelona, Bilbao, Madrid and Valencia.

The Company is the Parent of a group of subsidiaries, and under current legislation it is required to draw up separate consolidated financial statements. The consolidated financial statements of the Cellnex Group for 2019 were drawn up by the Directors at a Board meeting on 25 February 2020.

The main figures of the consolidated financial statements for 2020, which were drawn up in accordance with Final Provision Eleven of Law 62/2003 of 30 December, under International Financial Reporting Standards approved for use in the European Union, are as follows:

Thousands of

Euros

Total assets

Equity (of the Parent)

Equity (of non-controlling interests) Income from consolidated operations Loss for the year attributable to the parent Loss for the year attributable to non-controlling interests

24,069,627

8,018,237

914.504

1.604.772

(133,100)

(17,636)

7

Figures in all the accounting statements (balance sheet, income statement, statement of changes in equity and statement of cash flows) and the notes to the financial statements are expressed in thousands of euros, which is the Company's presentation and functional currency, unless otherwise stipulated.

2. Basis of presentation

  • 2.1. Regulatory financial reporting framework applicable to the Company

    The accompanying financial statements were prepared by the Directors in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:

    • - The Spanish Commercial Code and other business legislation.

    • - Spain's General Accounting Plan approved by Royal Decree 1514/2007, which has been modified by Royal Decree 1159/2010 of 17 September and Royal Decree 602/2016 of 2 December, and its sector adaptations, and the provisions approved by the National Securities Market Commission.

    • - The mandatory rules approved by the Spanish Accounting and Audit Institute to implement the National Charter of Accounts and supplementary regulations.

    • - Any other applicable Spanish accounting regulations.

  • 2.2. True and fair image

    These financial statements were drawn up on the basis of the Company's accounting records and are presented in accordance with the applicable regulatory financial reporting framework, especially the accounting principles and criteria laid down therein. They were drawn up by the Directors of the Company in order to express a true and fair image of its assets, financial position, results from its operations, changes in equity and changes in cash flows, in accordance with the aforementioned current legislation in force. The financial statements of Cellnex Telecom, S.A. for the year ended on 31 December 2020, were authorised for issue by the Directors of the Company at the meeting of the Board of Directors held on 25 February 2021. They will be submitted for approval by the General Meeting of Shareholders, and it is expected that they will be approved without any changes. The 2019 financial statements were approved by the General Shareholders' Meeting of Cellnex Telecom, S.A. on 21 July 2020.

    In the present annual accounts, that information or breakdowns have been omitted that, not requiring any detail due to their qualitative importance, have been considered non-material or have no relative importance according to the concept of materiality or relative importance defined in the conceptual framework of the Spanish General Accounting Plan in force.

  • 2.3. Non-mandatory accounting principles applied

    No non-mandatory accounting principles were applied. However, the directors drew up these financial statements in due consideration of all mandatory accounting principles and standards with a significant impact on the statements. All mandatory accounting principles were applied.

  • 2.4. Key issues in relation to the measurement and estimation of uncertainty

    Preparation of the financial statements requires the Company to make a number of accounting estimates and judgments. These estimates and judgments are reviewed constantly and are based on historical experience and other factors, including expectations of future events, which are considered reasonable under the circumstances.

    The main estimates and judgments considered in drawing up the financial statements are the following:

    - Recoverable amount of investments in Group companies and associates and loans to Group companies (see Notes 4.3, 8 and 17.3).

  • - The criterion of recognition of deferred taxes and it recoverability plan (see Notes 4.4 and 13).

  • - Assessment of litigations, commitments and contingent assets and liabilities at year-end (see Notes 4.6 and 16).

  • - Valuation of derivative financial instruments and other financial instruments (see Notes 4.3.3 and 12.3).

Although these estimates have been made on the basis of the best information available at the end of the 2020 financial year, future events may force them to be changed (upwards or down) in the coming financial years, which would, where appropriate, be done prospectively.

Coronavirus Pandemic

Global economic conditions have rapidly deteriorated in 2020 as a result of the Coronavirus Pandemic which began in China in late 2019 and has subsequently spread globally, significantly affecting the European markets where the Group operates as of the date of these financial statements and where the Group will operate following completion of the Iliad Poland Acquisition (see Note 19). While the Coronavirus Pandemic has not had a significant effect on the Group's business, financial condition or results of operations as of 31 December 2020 and, therefore, has not had a significant effect on the Financial Statements for the year ended 31 December 2020, its future evolution is uncertain.

  • 2.5. Comparative information

    The application of the accounting criteria in 2020 and 2019 has been uniform, therefore there are no transactions or operations that have been recorded following different accounting principles that could lead to discrepancies in the interpretation of the comparative figures for both periods.

    The information in the accompanying notes to the 2019 financial statements is presented for the purposes of comparison with information relating to 2020.

  • 2.6. Correction of errors

    No significant errors in the preparation of the accompanying financial statements were detected that required the figures disclosed in the 2019 financial statements to be restated.

  • 2.7. Grouping of items

    Certain items on the balance sheet, income statement, statement of changes in equity and statement of cash flows are grouped together to make them easier to understand; however, whenever the amounts involved are material, the information is broken down in the notes concerned.

  • 2.8 Changes in accounting criteria

    During fiscal year 2020, there were no changes in significant accounting criteria with respect to the criteria applied in the year 2019.

  • 3. Proposed distribution of profit

    The distribution of 2020 profit proposed by the Company's Directors for approval by the General Shareholders' Meeting is as follows:

    Thousands of

    Euros

    Basis of distribution: Profit for the year

    Distribution: Voluntary reserves

    (69,195)

    (69,195)

    (69,195)

    (69,195)

  • 4. Accounting policies and measurement bases

    As indicated in Note 2, the main accounting policies and measurement bases used by the Company in drawing up its financial statements for 2020 and 2019, in accordance with Spain's General Accounting Plan, were as follows. In this sense, it is detailed only those policies that are specific to the activity of the Society and those considered significant according to the nature of its activities.

    4.1. Intangible assets

The intangible assets indicated below are recognised at acquisition cost less accumulated amortisation and any loss due to impairment, with their useful life being evaluated on the basis of prudent estimates. When the useful life of these assets cannot be estimated reliably, they are amortized over a period of ten years.

Computer software

The Company records in this account the costs incurred in the acquisition and development of computer programs, including the costs of developing the web pages. The maintenance costs of computer applications are recorded in the profit and loss account for the year in which they are incurred. The amortization of computer applications is done by applying the straight-line method over a useful life of 4 years.

Impairment of intangible assets and materials

The Company evaluates, at each balance sheet date, whether there is any indication of impairment in the value of any asset. If any such indication exists, or when an annual impairment test is required (in the case of assets with an indefinite useful life), the Company estimates the asset's recoverable amount, which is the greater of the fair value of an asset less costs to sell and its value in use.

The procedure implemented by the management of the Company to carry out the test is the following:

To determine the value in use of an asset, the future cash inflow that the asset is expected to generate is discounted from its present value using an interest rate that reflects the current value of money at long-term rates and the specific risks of the assets.

In the event that the asset analysed does not generate cash flows that are independent of those from other assets (as is the case for goodwill), the fair value or value in use of the cash-generating unit that includes the asset (smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets) is estimated. In the event of an impairment loss for a cash-generating unit, the loss is first allocated to reduce the carrying amount of any goodwill allocated and then to the other assets pro rata on the basis of the carrying amount of each asset.

Impairment losses (excess of an asset's carrying amount over the recoverable amount) are recognised in the income statement for the year.

With the exception of goodwill, where impairment losses are irreversible, the Company assesses at the end of each reporting period whether there is any indication that an impairment loss recognised in prior periods for an asset may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated.

An impairment loss recognised in prior periods is reversed if, and only if, there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. In such a case, the carrying amount of the asset is increased to its recoverable amount. The increased carrying amount shall not exceed the carrying amount that would have been determined, net of amortisation or depreciation, had no impairment loss been recognised for the asset in prior years. This reversal would be recognised in the income statement for the year.

4.2. Property, plant and equipment

Property, plant and equipment are stated at acquisition or production cost less accumulated depreciation and any loss due to impairment, in accordance with the principle set forth in Note 4.1.

Staff costs and other costs directly related to property, plant and equipment are capitalised as part of the investment until brought into use.

Costs incurred to renovate, enlarge or improve items of property, plant and equipment which increase the capacity or productivity or extend the useful life of the asset are capitalised as part of the cost of the asset, provided that the carrying amount of the assets replaced and derecognised from inventories is known or can be estimated.

The costs of major overhauls are capitalised and depreciated over their estimated useful lives, while recurring upkeep and maintenance costs are charged to the income statement in the year in which they are incurred.

The depreciation of property, plant and equipment, except for land, which is not depreciated, is calculated systematically on a straight-line basis, using the estimated useful life of the assets, based on the actual decline in value caused by their use and by wear and tear.

The depreciation rates used to calculate the depreciation of the various items of property, plant and equipment are as follows:

Item

Useful life in years

Plant and other items of property, plant and equipment

10 - 25

When an asset's carrying amount exceeds its estimated recoverable amount, the carrying amount is immediately reduced to its recoverable amount, and the effect is taken to the income statement for the year (see Note 4.1).

4.3. Financial instruments

4.3.1 Financial assets

Allocation

The Company's financial assets are classified as:

a) Loans and receivables: loans and receivables are financial assets originating from the sale of goods or the rendering of services in the initial course of the Company's business, or those that are not of commercial origin, are not equity instruments or derivative, have fixed or determinable payments and are not traded on an active market.

b) Equity investments in Group companies and associates: group companies are deemed to be those related to the Company as a result of control relationship and associates are companies over which the Company exercises significant influence.

Initial recognition

Financial assets are initially recognised at the fair value of the consideration given plus directly attributable transaction costs.

Fees paid to tax advisors or other professionals in relation to the acquisition of investments in Group companies which exercise control over the subsidiary are recognised directly in the income statement.

Subsequent valuation

Loans and receivables are valued at their amortized cost. The effective interest rate is the rate of update that exactly matches the value of a financial instrument to all of its cash flows estimated by all concepts throughout its remaining life. For fixed-rate financial instruments, the effective interest rate coincides with the contractual interest rate established at the time of purchase plus, where appropriate, commissions which, by their nature, are similar to an interest rate. In variable interest rate financial instruments, the effective interest rate coincides with the current rate of return for all concepts until the first revision of the benchmark interest rate to take place

Investments in Group, associated and multi-group companies are valued at cost, reduced, when appropriate, by the accumulated amount of impairment corrections. These corrections are calculated as the difference between their book value and the recoverable amount, understood as the highest amount between their fair value less sell costs and the current value of future cash flows derived from the investment. Except for better evidence of the recoverable amount, the equity of the investee is taken into account, corrected for the tacit capital gains existing on the valuation date (including goodwill, if any).

At least at year-end, the Company performs an impairment test for financial assets that are not recorded at fair value. It is considered that there is objective evidence of impairment if the recoverable value of the financial asset is lower than its book value. When it occurs, the recording of this impairment is recorded in the profit and loss account.

In particular, and with respect to the valuation adjustments relating to commercial debtors and other accounts receivable, the criteria used by the Company to calculate the corresponding value adjustments, if any, is to estimate the fair value of said balances based on the collections estimated futures.

The Company derecognizes financial assets when the rights on the cash flows of the corresponding financial asset expire or have been transferred and the risks and benefits inherent to its property have been substantially transferred, such as in firm sales of assets, assignments of commercial loans in "factoring" operations in which the company does not retain any credit or interest risk, sales of financial assets with a repurchase agreement at their fair value or securitizations of financial assets in which the assignor does not retain subordinated financing neither grants any type of guarantee or assumes any other type of risk.

On the contrary, the Company does not derecognize financial assets, and recognizes a financial liability for an amount equal to the consideration received, in assignments of financial assets in which the risks and benefits inherent to its property are substantially retained, such as the discount of effects, the "factoring with recourse", the sales of financial assets with repurchase agreements at a fixed price or the sale price plus an interest and the securitizations of financial assets in which the transferor retains subordinated financing or other types of guarantees that absorb substantially all the expected losses.

4.3.2 Financial liabilities

This category includes trade and non-trade payables. These borrowings are classified as current liabilities unless the Company has an unconditional right to defer the settlement for at least twelve months after the balance sheet date.

Trade payables falling due within one year and which do not have a contractual interest rate are stated, both initially and afterwards, at nominal value when the effect of not discounting the cash flows is not material.

Debits and payables are initially valued at the fair value of the consideration received, adjusted for transaction costs directly attributable. Subsequently, these liabilities are valued according to their amortized cost..

The Company derecognises financial liabilities when the obligations that have generated them are extinguished.

Borrowings are initially recognised at fair value, including the costs incurred in raising the debt. In subsequent periods, the difference between the funds obtained (net of the costs required to obtain them) and the repayment value, if any and if it is significant, is recognised on the income statement over the term of the debt at the effective interest rate.

If existing debts are renegotiated, it is considered that there are no substantial modifications to the financial liabilities when the lender for the new loan is the same party that extended the initial loan and the present value of the cash flows, including net commissions, does not differ by more than 10% from the present value of the cash flows payable from the original liability calculated using the same method.

4.3.3 Derivative financial instruments and hedge accounting

The Company uses derivative financial instruments to manage its financial risk, arising mainly from changes in interest rates and exchange rates (see Note 5). These derivative financial instruments were classified as cash flow hedges and recognised at fair value (both initially and subsequently), using valuations based on the analysis of discounted cash flows using assumptions that are mainly based on the market conditions at the reporting date and adjusting for the bilateral credit risk in order to reflect both the Company's risk and the counterparty's risk.

At the inception of the hedge, the Company documents the relationship between the hedging instruments and the hedged items, in addition to its risk management objective and the strategy for undertaking the hedge. The Company also documents how it will assess, both initially and on an ongoing basis, whether the derivatives used in the hedges are highly effective for offsetting changes in the fair value or cash flows attributable to the hedged risk.

The fair value of the derivative financial instruments used for hedging purposes is set out in Note 12.3.

Hedge accounting, when considered to be such, is discontinued when the hedging instrument expires or is sold, terminated or exercised or when it no longer qualifies for hedge accounting. Any accumulated gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net accumulated gain or loss recognised in equity is transferred to net profit or loss for the year.

Classification on the balance sheet as current or non-current will depend on whether the maturity of the hedge at year-end is less or more than one year.

The criteria used to account for these instruments are as follows: a) Cash flow hedge

The positive or negative variations in the valuation of the derivatives qualifying as cash flow hedges are charged, in their effective portion, net of the tax effect, to equity under "Reserves - Hedging reserves", until the hedged item affects the income (or when the underlying part is sold or if it is no longer probable that the transaction will take place), which is when the accumulated gains or losses in net equity are released to the income statement for the year.

Any positive or negative differences in the valuation of the derivatives corresponding to the ineffective portion are recognised directly in profit or loss for the year under "Change in fair value of financial instruments".

This type of hedge corresponds primarily to those derivatives entered into by the Company to convert floating rate debt to fixed rate debt.

  • b) Hedges of a net investment in currencies other than the euro

    The Company finances its major foreign investments in the same functional currency in which they are held so as to reduce the foreign currency risk. This is carried out by obtaining financing in the corresponding currency or by entering into cross-currency and interest-rate swaps.

    The exchange-rate component of hedges of net investments in foreign operations in subsidiaries, jointly controlled entities and associates are accounted for as a fair value hedge.

    The changes in fair value of the designated derivatives, which meet the conditions for qualifying as hedges of net investments in foreign operations, are recognised in the income statement under "Change in fair value of financial instruments", together with any changes in the fair value of the hedged investment in subsidiaries, jointly controlled entities or associates that is attributable to foreign-exchange risk.

  • c) Derivatives not recognised as hedges

    In the case of derivatives that do not qualify as hedging instruments, the positive or negative difference resulting from the fair value adjustments are taken directly to the income statement for the year.

    The Company does not use any derivative instruments which do not qualify as hedging instruments.

  • d) Fair value and valuation techniques

    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, irrespective of whether that price is directly observable or estimated using another valuation technique.

    For financial reporting purposes, fair value measurements are classified as level 1, 2 or 3 depending on the extent to which inputs used are observable and the importance of the inputs for measuring fair value in its entirety, as described below:

- Level 1 - Inputs are based on quoted prices (unadjusted) for identical instruments in active markets.

- Level 2 - Inputs are based on quoted prices for similar instruments in active markets (not included in level 1), prices quoted for identical or similar instruments in markets that are not active and techniques based on valuation models for which all relevant inputs are observable in the market or can be corroborated by observable market data.

- Level 3 - In general, inputs are unobservable and reflect estimates based on market assumptions to determine the price of the asset or liability. Unobservable data used in the valuation models are significant in the fair values of the assets and liabilities.

To determine the fair value of its derivatives, the Company uses valuation techniques based on expected total exposure (which includes both current exposure as well as potential exposure) adjusted for the probability of default and loss given default of each counterparty.

The expected total exposure of the derivatives is obtained using observable market inputs such as interest rate, exchange rate and volatility curves in accordance with the market conditions at the measurement date. The inputs used for the probability of default by the Company and by the counterparties are estimated on the basis of the credit default swap (CDS) prices observed in the market.

In addition, in order to reflect the credit risk in the fair value the market standard of 40% is applied as a recovery rate, which relates to the CDS in relation to senior corporate debt.

4.4. Income tax

The income tax expense or income includes the portion relating to the expense or income for current tax and the portion corresponding to the deferred tax expense or income.

Cellnex Telecom, S.A. is subject to corporation tax under the tax regime of Fiscal Consolidation according to Chapter VI of Title VII of Law 27/2014, of November 27, on Corporation Tax, being the tax identification number of the group on 520/15. Consequently, corporation tax expenditure includes those advantages arising from the use of negative tax bases and uninvolved deductions that had not been recorded in the event of individual taxation of the companies that make up that tax group

Current income tax expense is the amount the Company pays as a result of income tax settlements for a given year. Tax credits and other tax benefits applied to taxable profit, excluding tax withholdings, prepayments and tax loss carryforwards from previous years, reduce current income tax expense.

Deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences, measured as the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, as well as unused tax losses and tax credits. These amounts are measured by applying to the corresponding temporary difference or tax asset, the tax rate at which the asset is expected to be realised or the liability is expected to be settled.

Deferred tax liabilities are recognised in respect of all taxable temporary differences, with the exception of those arising from initial recognition of goodwill or other assets and liabilities in an operation that does not affect either taxable profit or accounting profit and is not a business combination.

Deferred tax assets are recognised only to the extent that it is considered likely the Company will have sufficient taxable profit in the future against which the deferred tax assets can be offset.

Deferred tax assets and liabilities arising from operations that are charged or credited directly to equity accounts are also recognised with a balancing entry under equity.

The deferred tax assets recognised are reconsidered at each closing date, and any necessary corrections are made if there are any doubts concerning future recovery. Deferred tax assets not recognised on the balance sheet are also assessed at each closing date and are recognised if it is likely they will be recovered with future tax gains.

In the determination of deferred tax assets, the tax group of which the Company is the parent, establishes a finite time horizon for the recovery of them on the basis of the best estimates made. Thus, on the basis of the estimation of the individual tax bases of the companies that make up the group, the expected period for the application of deferred tax assets has been determined, also taking into account the timetable for the use ofthe outstanding deductions, as well as the tax losses subject to compensation in subsequent years within the legal time limits for the use of them (Note 13).

The expense accrued by corporation tax is determined by taking into account in addition to the parameters to be considered in case of individual taxation set out above, and in accordance with the Resolution of 9 February 2016, of the Institute of Accounting and Audit of Accounts, which develops the rules for the registration, valuation and preparation of the annual accounts for the accounting of the Income Tax , the following:

  • − The permanent and temporary differences produced as a result of the elimination of results arising from the process of determining the consolidated tax base.

  • − The deductions and bonuses that correspond to each company code of the tax group under the company group regime; for this purpose, deductions and bonuses are attributed to the company carrying out the activity or obtaining the necessary return to obtain the right to deduction or tax bonus.

  • − For the part of the negative tax results from some of the companies in the tax group that have been compensated by the rest of the companies belonging to that group, as indicated above, an receivables with the tax group arises. On the part of the negative tax result not offset by the companies in the tax group, the company code to which it corresponds posts an asset by deferred tax according to the criterion discussed above.

4.5. Employee benefits

Under the respective collective bargaining agreements, the Company has the following obligations with its employees:

(i) Post-employment obligations: Defined-contribution obligations

In relation to defined-contribution employee welfare instruments (which basically include employee pension plans and group insurance policies), the Company makes fixed contributions to a separate entity and has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. Consequently, the obligations under this type of plan are limited to the payment of contributions, the annual expense of which is recognised on the income statement for the year as the obligations arise.

Defined-benefit obligations

Defined-benefit obligations relate mainly to bonuses or payments for retirement from the company and temporary and/or life-time annuities.

With regard to these obligations, where the company undertakes certain actuarial and investment risks, the liability recognised on the balance sheet is the present value of the obligations at the balance sheet date less the fair value of any plan assets at that date not arranged with related parties.

The actuarial valuation of the defined benefits is made annually by independent actuaries using the projected credit unit method to determine both the present value of the obligations and the related current and past service costs. The actuarial gains and losses arising from changes in the actuarial assumptions are recognised in the year in which they occur. They are not included on the income statement but are presented on the statement of recognised income and expense.

(ii) Termination benefits

Termination benefits are paid to employees as a result of the decision to terminate their employment contract before the normal retirement date, or when the employee voluntarily accepts to resign in exchange for such compensation. The Company recognises these benefits when it is demonstrably committed to terminate the employment of the employees in accordance with a formal detailed plan without the possibility of withdrawal or to provide termination benefits. If a mutual agreement is required, a provision is only recorded in situations in which the Company has decided that it will consent to termination of the employees when this has been requested by them.

(iii) Obligations arising from plans for termination of employment

Provisions for obligations relating to plans for termination of employment of certain employees (such as early retirement or other forms of employment termination) are calculated individually based on the terms agreed with the employees. In some cases, this may require actuarial valuations based on both demographic and financial assumptions.

(iv) Long-term Incentive Plan

The amounts considered by the Company in relation to the Long Term Incentive Plans which were formalised in 2017, 2018, 2019 and 2020 with the objective to retain key personnel and incentivise the sustainable creation of value for the shareholders, is based on the variables described below:

LTIP (2017-2019)

On 27 April 2017 Cellnex's Board of Directors approved the LTIP (2017-2019) and decided to make the LTIP a rolling plan going forward to further incentivise the retention of the beneficiaries, which includes the CEO, the Senior Management and certain key employees (up to 50 employees).

The LTIP (2017 - 2019) is divided into two phases:

Phase I (2017-2018) was accrued from 1 January 2017 until 31 December 2018 and was paid once the Group's annual accounts corresponding to the 2018 financial year were approved.

The amount received by the beneficiaries of this Phase I (2017-2018) has been determined by the degree of fulfilment of three objectives, each with the following weight:

  • 50%; the attainment of certain RLFCF (Recurring Leverage Free Cash Flow, as defined in section 3 of the Consolidated Management Report) per share figures according to the market consensus and at a constant scope of consolidation. The scale of attainment is: 50% if the figure is 5% below the target, 100% if figure matches the target, and 125% if the target is beaten by 5% or more;

  • 30%; the share price appreciation calculated between the initial starting price of the period and the average price in the last quarter of 2018, weighted by the volume ("vwap"). The scale of attainment is from 75% to 125% depending on the share price performance compared to IBEX 35 and certain European and American peers; and

  • 20%; the attainment of certain Adjusted EBITDA (as defined in section 3 of the Consolidated Management Report) figure according to the market consensus and the constant scope of consolidation. The scale of attainment is: 50% if the figure is 5% below the target, 100% if figure matches the target, and 125% if the target is beaten by 5% or more;

With regards to this Phase I (2017-2018) the weighted average degree of fulfilment of the three objectives was 125%. For the first objective, which was related to the RLFCF per share, the percentage of attainment was 125%, for the second objective, which was related the share price appreciation, the percentage ofattainment was 125%, and for the third objective, which was related to the Adjusted EBITDA, the percentage of attainment was 125%.

In accordance with the attainment above, the cost of Phase I (2017-2018) of the LTIP (2017-2019) for Cellnex was EUR 2.5 million, which was paid during 2019.

Phase II (2018-2019) accrues from 1 January 2018 until 31 December 2019 and has been payable once the Group's annual accounts corresponding to the 2019 financial year have been approved.

The amount to be received by the beneficiaries of this Phase II (2018-2019) will be determined by the degree of fulfilment of two objectives, each with a weight of 50%:

  • 50%; the attainment of a certain RLFCF per share figure according to the market consensus and a constant scope of consolidation. The scale of attainment is: 50% if the figure is 5% below the target, 100% if figure matches the target, and 125% if the target is beaten by 5% or more; and

  • 50%; the share price appreciation calculated between the initial starting price of the period and the average price in the last quarter of 2019, weighted by the volume ("vwap"). The scale of attainment is from 75% to 125% depending on the share price performance compared to IBEX 35 and certain European and American peers.

With regards to this Phase II (2018-2019) the weighted average degree of fulfilment of the three objectives was 125%. For the first objective, which was related to the RLFCF per share, the percentage of attainment was 125% and for the second objective, which was related the share price appreciation, the percentage of attainment was 125%.

As at 31 December 2019, the cost of the Phase II (2018-2019) is EUR 6.3 million and was paid during 2020.

For the LTIP (2017 - 2019) all Senior Management and certain employees must receive a minimum of 30% of their LTIP remuneration in Cellnex shares and for the CEO and Deputy CEO the minimum amount is 40% of their LTIP remuneration. For the rest of the beneficiaries, this minimum percentages varies depending on the position of the employee. The share based compensation of this LTIP will be grossed up to partially offset the tax impact on the beneficiaries.

LTIP (2018-2020)

On 27 September 2018 Cellnex's Board of Directors approved the LTIP (2018-2020). The beneficiaries of this Plan are the CEO, the Deputy CEO, the Senior Management and key employees (approximately 55 employees). This plan has the same characteristics as the LTIP 2017-2019. This plan accrues from 1 January 2018 until 31 December 2020 and is payable once the Group's annual accounts corresponding to the 2020 financial year have been approved.

The amount to be received by the beneficiaries will be determined by the degree of fulfilment of two objectives, each with a weight of 50%:

  • 50%; the attainment of a certain RLFCF per share figure according to the market consensus and a constant scope of consolidation. The scale of attainment is: 50% if the figure is 5% below the target, 100% if figure matches the target, and 150% if the target is beaten by 5% or more; and

  • 50%; the share price increase calculated using the initial starting price of the period and the average price in the last quarter of 2020, weighted by the volume ("vwap"). The scale of attainment is from 75% to 125% depending on the share price performance compared to IBEX 35 and certain European and American peers.

According to the above achievement, the estimated cost of the ILP (2018-2020) for the Company is 5.2 million, and will be payable once the Group's annual accounts corresponding to the 2020 financial year have been approved.

For the LTIP (2018 - 2020) all Senior Management and certain employees must receive a minimum of 40% of their LTIP remuneration in Cellnex shares and for the CEO and Deputy CEO the minimum amount is 50% of their LTIP remuneration. For the rest of the beneficiaries, this minimum percentages varies depending on the position of the employee. The share based compensation of this LTIP will be grossed up to partially offset the tax impact on the beneficiaries.

LTIP (2019-2021)

In November 2018 the Board of Directors approved the 2019-2021 LTIP. The beneficiaries include the CEO, the Deputy CEO, the Senior Management and other key employees (approximately 57 employees).

The amount to be received by the beneficiaries will be determined by the degree of fulfilment of the share price increase, calculated using the initial starting price of the period and the average price in the three months prior to november 2021, weighted by the volume ("vwap").

The achievement of the objectives established in the 2019-2021 LTIP will be assessed by the Appointments and Remuneration Committee and payment of any accrued amounts, if applicable, will be following approval of the annual consolidated financial statements of the Group as of and for the year ended 31 December 2021 by the General Shareholders' Meeting.

For the LTIP 2019 - 2021 all Senior Management and Deputy CEO must receive a minimum of 50% of their LTIP remuneration in Cellnex shares and for the CEO the minimum amount is 30% of their LTIP remuneration in Shares. The outstanding 50% or 70% may be paid in options. The rest of the beneficiaries must receive 100% of their LTIP remuneration in Shares. The Share based compensation of this LTIP will be grossed up to partially offset the tax impact on the beneficiaries.

As at 31 December 2020, the estimated cost of the 2019-2021 LTIP is approximately EUR 6.4 million. The cost of the LTIP assuming full achievement of the Company's objectives is estimated at approximately EUR 8 million.

ILP (2020-2022)

In December 2019, the Board of Directors approved the Long-Term Incentive Plan - ILP 2020-2022. The CEO, Senior Management and certain key employees of the Cellnex Group (approximately 105 employees) are beneficiaries.

The amount to be received by the beneficiaries shall be determined by the degree of fulfilment of the share price increase, calculated using the average price in the three months prior to 31 December 2019 (initial starting price of the period) and the average price in the three months prior to 31 December 2022 (final target price of the period), both weighted by the volume ("vwap").

The fulfilment of the objectives set out in the ILP 2020-2022 will be assessed by the Appointments and Remuneration Committee and the payment of the amounts accrued, if will be made once the Group's Consolidated Annual Accounts for the 2022 financial year have been approved by the General Shareholders' Meeting.

For ILP 2020 - 2022, the CEO must receive a minimum of 30% of his ILP remuneration on Cellnex shares. The remaining 70% can be paid in stock options. Senior Management must receive a minimum of 40% of its ILP remuneration on Cellnex shares and the remaining 60% can be paid in stock options. Other beneficiaries must receive 70% of their ILP remuneration in shares and the remaining 30% can be paid in stock options. Other beneficiaries must receive 100% of their ILP remuneration in shares. Share-based compensation for this ILP will increase to partially offset the tax impact on beneficiaries. As of 31 December, 31 2020, the estimated cost of ILP (2020-2022) is approximately EUR 6 million.

4.6. Provisions and contingent liabilities

The Directors of the Company in the formulation of the annual accounts differentiate between:

a) Provisions: credit balances that cover current obligations derived from past events, whose cancellation is likely to result in an outflow of resources, but which are indeterminate in terms of their amount and / or time of cancellation.

b) Contingent liabilities: possible obligations arising as a result of past events, whose future materialization is conditioned on the occurrence, or not, of one or more future events independent of the Company's will.

The annual accounts include all provisions with respect to which it is estimated that the probability of having to meet the obligation is greater than otherwise. Unless they are considered remote, contingent liabilities are

not recognized in the annual accounts, but they are reported in the notes to the report.

Provisions are valued at the present value of the best possible estimate of the amount necessary to cancel or transfer the obligation, taking into account the information available on the event and its consequences, and recording the adjustments arising from the updating of such provisions as a financial expense as it accrues.

The compensation to be received from a third party at the time of settlement of the obligation, provided that there is no doubt that said reimbursement will be received, is recorded as assets, except in the case that there is a legal link through which part of the risk, and by virtue of which the Company is not obliged to respond; in this situation, the compensation will be taken into account to estimate the amount for which, in its case, the corresponding provision will appear.

a) Provisions: credit balances that cover current obligations derived from past events, whose cancellation is likely to result in an outflow of resources, but which are indeterminate in terms of their amount and / or

b)Contingent liabilities: possible obligations arising as a result of past events, whose future materialization is conditioned on the occurrence, or not, of one or more future events independent of the Company's will.

The annual accounts include all provisions with respect to which it is estimated that the probability of having to meet the obligation is greater than otherwise. Unless they are considered remote, contingent liabilities areProvisions are valued at the present value of the best possible estimate of the amount necessary to cancel or transfer the obligation, taking into account the information available on the event and its consequences, and recording the adjustments arising from the updating of such provisions as a financial expense as it

settlement of the obligation, provided that there is no doubt that said reimbursement will be received, is recorded as assets, except in the case that there is a legal link through which part of the risk, and by virtue of which the Company is not obliged to respond; in this situation, the compensation will be taken into account to estimate the amount for which, in its

  • 4.7. Current and non-current items

    Current assets are those related to the normal operating cycle that is generally considered to be one year, as well as those assets whose maturity, disposal or realization is expected to occur in the short term from the closing date of the year. Financial assets held for trading, with the exception of financial derivatives whose settlement period is greater than one year and cash and other equivalent liquid assets. Assets that do not meet these requirements are classified as non-current.

    Similarly, current liabilities are liabilities linked to the normal operating cycle, financial liabilities held for trading, with the exception of financial derivatives whose settlement period is greater than one year and, in general, all the obligations whose maturity or extinction will occur in the short term. Otherwise, they are classified as non-current.

  • 4.8. Recognition of revenue and expenses

    On the basis of the consultation to Spain's Accounting and Audit Institute (ICAC) resolved on 23 July 2009, concerning accounting classification of the revenue and expenses of a holding company in individual accounts, income from dividends and interest accruing from the financing of investees were classified under "Revenue".

    Income and expenses are recognised on an accrual basis, i.e., when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises.

Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the reporting date, provided that the outcome of the transaction can be estimated reliably.

Interest income from financial assets is recognised using the effective interest method.

  • 4.9. Leases

    Leases are classified as finance leases, provided that the conditions of the leases show that the risks and benefits inherent to the ownership of the asset that is the object of the contract are substantially transferred to the lessee. The other leases are classified as operating leases.

    Operating lease i. The Company acts as a lessee

    Expenses derived from operating lease agreements are charged to the profit and loss account in the year in which they are accrued.

    Any collection or payment that may be made when contracting an operating lease, will be treated as a prepayment or payment that will be charged to income over the period of the lease, as the benefits of the leased asset are ceded or received.

  • 4.10. Cash and cash equivalents

    For the purposes of the statement of cash flows, "Cash and cash equivalents" includes the Company's cash and current deposit accounts with an initial maturity of three months or less, or current investments that the Company can withdraw cash without giving any notice and without suffering any significant penalty. The carrying amount of these assets is similar to their fair value.

  • 4.11. Treasury shares

    If the Company acquires treasury shares, these are recognised in the balance sheet under "Treasury shares" and deducted from equity and measured at their acquisition cost without recognising any valuation adjustment.

    When these shares are sold, any amount received, net of any additional directly attributable transaction costs and the corresponding effect of the tax on the gain generated, is included in equity of the Company.

  • 4.12. Payments based on shares

    The Company recognizes, on the one hand, the goods and services received as an asset or as an expense, according to its nature, at the time of its acquisition and, on the other hand, the corresponding increase in net assets, if the transaction is settled with equity instruments, or the corresponding liability if the transaction is settled with an amount that is based on the value of the equity instruments.

    In the case of transactions that are settled with equity instruments, both the services rendered and the increase in net equity are valued at the fair value of the equity instruments transferred, referring to the date of the concession agreement. If, on the contrary, they are settled in cash, the goods and services received and the corresponding liability are recognized at the fair value of the latter, referring to the date on which the requirements for recognition are met.

  • 4.13. Related party transactions

    The Company carries out all its transactions with related parties on an arm's length basis. Also, as transfer prices are adequately documented, the Company's Directors feel there are no significant risks that could give rise to material liabilities in the future.

For balance sheet presentation purposes, Group companies are considered as those that are direct or indirect subsidiaries of Cellnex Telecom, S.A., and associates are considered as companies that have this status with respect to companies controlled by Cellnex Telecom, S.A.; and other related companies are deemed to be those with significant influence over Cellnex Telecom, S.A., with the right to nominate a director or with a shareholding above 5% (see Note 11).

  • 4.14. Transactions in currencies other than the euro

    Transactions in currencies other than the euro are translated into the functional currency of the Company (the euro) using the exchange rates in effect on the transaction date. Gains and losses on currencies other than the euro arising from the settlement of these transactions and from the translation of monetary assets and liabilities held in currencies other than the euro at the year-end exchange rates are recognised in the income statement.

  • 4.15. Activities affecting the environment

    The Company's activities and business purpose are such that it has no environmental impact, and therefore it is not necessary to incur any expenses or invest to meet the environmental requirements laid down in law.

5. Financial risk management

5.1. Factors of financial risk

The activities of the Company and the Group, of which it is the Parent, are exposed to various financial risks: exchange-rate risk, interest-rate risk, credit risk, liquidity risk and inflation risk.

Financial risk management of the companies in the Cellnex Group is controlled by the General Finance Department following authorisation by the most senior executive officer of Cellnex, as part of the respective policy adopted by the Board of Directors.

a) Foreign-exchange risk

The Company presents its accounts in euros, therefore, fluctuations in the exchange rate of the currencies in which loans are implemented and transactions are carried out, can have an impact on: future commercial transactions, the recognition of assets and liabilities, as well as in investments in currency other than the euro.

In addition, since 2016 the Company operates outside the Euro zone and has assets mainly in the United Kingdom, Switzerland and Denmark, which entails exposure to foreign currency risk and in particular to the risk of fluctuations in the exchange rates of the euro, the pound sterling, the Swiss franc and the Danish krone. The strategy for hedging the exchange rate risk in investments in non-euro currencies should aim at partial risk hedge and should be implemented within a reasonable period of time, depending on market conditions and the previous assessment of the effect of the hedge.

Despite the fact that most of the Company's transactions are carried out in euros, the volatility in the conversion into euros of the agreements entered into in pounds sterling and Swiss francs may have negative consequences for the Company, affecting its business prospects, projections, financial statements and results of operations, as well as the generation of cash flows.

The Company uses derivative financial instruments to manage its financial risk mainly from exchange rate changes. These derivative financial instruments have been classified as cash flow hedging and recognized at fair value (both initial and subsequent valuations). These valuations have been calculated by analysing the cash flows discounted by assumptions based mainly on market conditions existing at the balance sheet date, in the case of unlisted derivative financial instruments (see Notes 4.3.3 and 12.3).

As of 31 December 2020, there is contracted financing to third parties that provides exchange rate hedging mechanisms (see Note 12.3).

b) Interest rate risk

The Company is exposed to interest rate risk through its non-current and current borrowings.

Foreign resources issued at variable rates expose the Company to interest rate risks of cash flows, while non-fixed interest rate exposures expose the Company to interest rate risks on fair value. In addition, any increase in interest rates may increase the financial expense of the Company associated with variable rate loans, as well as the costs of refinancing existing debt and issuing new debt.

The objective of interest rate risk management is to achieve a balance in the debt structure that minimizes volatility in the income statement over a multi-year horizon.

The Company could use derivative financial instruments to manage its financial risk derived mainly from interest rate variations. These derivative financial instruments have been classified as cash flow hedges and have been recognized at fair value (both initial and subsequent valuations). These valuations have been calculated by analyzing the discounted cash flows using assumptions based mainly on the market conditions existing at the balance sheet date, in the case of unlisted derivative instruments (see Notes 4.3.3 and 12.3).

On 31 December 2020 there is financing contracted to third parties that presents interest rate hedging mechanisms (see Note 12.3).

c)Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as other debts, including outstanding receivables and committed transactions.

To mitigate this credit risk, the Company carries out derivative transactions and spot transactions mainly with banks with strong credit ratings as qualified by international rating agencies. The solvency of these institutions, as indicated in each institution's credit ratings, is reviewed periodically in order to perform active counterparty risk management.

During the years for which information is reported, no credit limits were exceeded and management does not expect to incur losses as a result of default by any of the counterparties indicated above.

d) Liquidity risk

The Company carries out prudent management of liquidity risk, which involves maintaining cash and having access to a sufficient amount of finance through established credit facilities as well as the ability to liquidate market positions.

Given the dynamic nature of the Company's business and its joint-hand companies, the Management aims to maintain flexibility in financing through the availability of compromised lines of credit. Due to this policy, the Company, together with its holding companies, has an available liquidity of approximately 17,600 million euros, consisting of "cash and cash equivalents" and credit policies available at the date of formulation of these annual accounts, and has no immediate debt maturities (the maturities of the group's financial obligations are detailed in Note 12).

As a result of the above, the Company considers that it has liquidity and access to medium and long-term financing, allowing it to ensure the necessary resources to meet the possible commitments of future investments.

However, the Company may not be able to withdraw or access liquid funds in a sufficient amount and at a reasonable cost to meet its payment obligations at all times. Failure to maintain adequate levels of liquidity may materially and adversely affect the business, projections, results of operations, financial conditions and/or cash flows of the Company or its Participating companies, and in extreme cases, threaten the future as a working company and lead to insolvency

e) Inflation risk

Most of the Company's services contracts are indexed to inflation through part of its operating expenses and infrastructure lease agreements. The same is true of its other contracts.

f) Debt-related risk

The Company's indebtedness could increase as a result of potential new acquisitions, changes in corporate structure and issues of bonds or other sources of financing made in connection with the above. The Company's present or future leverage could have negative consequences, including:

  • - To put the company at a possible competitive disadvantage with respect to less leveraged competitors or competitors who may have greater access to capital resources, including in acquisition operations, which would force the Company to give up certain business opportunities.

  • - Require the dedication of a significant portion of the cash flows of operations to debt service, thus reducing the amount of cash flows available for other purposes, such as investment in capital goods and dividends.

  • - To compel the Company to issue debt or shares or shares, or to sell assets, possibly in unfavourable terms, to comply with payment obligations.

  • - Accept certain financial commitments in existing financing contracts such as debt limitation, cash restriction or asset pledge.

  • - Affect the Company's current corporate rating with a potential rebate from a credit rating agency, which can make it difficult and more costly to get new funding.

  • - Require the Company to reimburse the outstanding debt in advance in the event that the relevant change of control clause is activated

5.2. Fair value measurements

The fair value of financial instruments not quoted on active markets is determined using valuation techniques. The Company uses a variety of methods and makes assumptions based on the existing market conditions at each balance sheet date.

6. Intangible assets

The changes in this caption on the balance sheets in 2020 and 2019 are as follows:

2020

Thousands of

Euros

Computer software

At 31 December 2019

Cost

23,161

Accumulated amortisation

(9,964)

Carrying amount

13,197

Carrying amount at beginning of period

13,197

Additions

10,668

Amortisation charge

(5,642)

Carrying amount at end of period

18,223

At 31 December 2020

Cost

33,829

Accumulated amortisation

(15,606)

Carrying amount

18,223

2019

Thousands of

Euros

Computer software

At 31 December 2018

Cost

15,786

Accumulated amortisation

(5,590)

Carrying amount

10,196

Carrying amount at beginning of period

10,196

Additions

7,293

Transfers

82

Amortisation charge

(4,374)

Carrying amount at end of period

13,197

At 31 December 2019

Cost

23,161

Accumulated amortisation

(9,964)

Carrying amount

13,197

The additions of the 2020 and 2019 exercises correspond to the improvement and adaptation of software developments.

All the intangible assets described in the table above have definite useful lives.

As of 31 December 2020, there are intangible assets in operation that are fully amortized for an amount of EUR 5,748 thousand (EUR 2,110 thousand as of 31 December 2019).

7. Property, plant and equipment

The changes in this caption on the balance sheets in 2020 and 2019 are as follows: 2020

Thousands of Euros

Land and buildings

Plant and other items of property, plant and equipment

Property, plant and equipment under construction

Total

At 31 December 2019

Cost

571

4,392

68

5,031

Accumulated amortisation

(39)

(1,514)

-

(1,553)

Carrying amount

532

2,878

68

3,478

Carrying amount at beginning of period

532

2,878

68

3.478

Additions

303 (28)

2,414 (591)

- -

2,717

Amortisation charge

(619)

Carrying amount at end of period

807

4,701

68

5,576

At 31 December 2020

Cost

874

6,806

68

7,748

Accumulated amortisation

(67)

(2,105)

-

(2,172)

Carrying amount

807

4,701

68

5,576

2019

Thousands of Euros

Land and buildings

Plant and other items of property, plant and equipment

Property, plant and equipment under construction

Total

At 31 December 2018

Cost

570

3,664

463

4,697

Accumulated amortisation

(22)

(934)

-

(956)

Carrying amount

548

2,730

463

3,741

Carrying amount at beginning of period

548

2,730

463

3,741

Additions

-

(17)

1

378 (580) 350

38 -

(433)

416

Amortisation charge

(597)

Transfers

(82)

Carrying amount at end of period

532

2,878

68

3,478

At 31 December 2019

Cost

571

4,392

68

5,031

Accumulated amortisation

(39)

(1,514)

-

(1,553)

Carrying amount

532

2,878

68

3,478

The additions of the 2020 financial year correspond mainly to the acquisition and improvement of data process equipment and technical teams of the Company. The additions to the 2019 financial year mainly corresponded to the adequacy and improvement of the offices where the Company carries out its activity and the improvement of the Company's data process teams.

All the property, plant and equipment described in the table above (excluding "lands") have definite useful lives.

The Company occupies several rented facilities (Note 16.3) which lease contracts finalise in a period between 1 and 15 years, not expecting renewals difficulties. In the opinion of the Board of Directors, those leases shall be renewed upon expiry under market conditions, so as to allow the allocation of the amortization of gross costs of the fixed assets acquired within the useful life period described in Note 4.2., and in the case where transfer occurs, no significant effects are expected.

As of 31 December 2020, there are property, plant and equipment assets in operation that are fully amortized for an amount of EUR 754 thousand (EUR 224 thousand as of 31 December 2019).

It is Company policy to take out all the insurance policies considered necessary to safeguard against any risks that might affect its property, plant and equipment.

8. Investments in Group companies and associates

8.1. Equity instruments

The breakdown of direct and indirect shareholdings in Group companies and associates, together with their carrying amount, the breakdown of equity and the dividends received from them, is shown in Appendix I.

At 31 December 2020 and 2019 there were no investees which, with a stake of less than 20%, it may be concluded there was significant influence or, in the case of investees with a stake of more than 20%, it may be concluded there was no significant influence.

The breakdown of the direct shareholdings in Group companies as well as the movement of the years 2020 and 2019 is as follows:

2020

Shareholding in Group companies

Thousands of Euros

At 31 December 2019

Additions1-

Cellnex Austria, GmbH (formerly EA Einhundertsechsundsdechizigste WT Holding GmbH)

Cellnex Denmark ApS

Cellnex Finance Company, S.A.U.

Cellnex Ireland Limited (formerly Aramaka Limited) Cellnex Sweden, AB (formerly Goldcup 26513 AB) Cellnex Switzerland, AG

Cellnex Telecom España, S.L.U. Cellnex UK Limited

Cignal Infrastructure Services, Ltd

CLNX Portugal, S.A. (formerly Belmont Infra Holding S.A.) Cellnex Poland sp. z.o.o (formerly Sevilia, sp. z o.o) Ukkoverkot Oy

Disposals1-

Cellnex Netherlands, B.V.

At 31 December 2020

5,577,246

953,035

350,005

1,000,060

499,000

2

1,926

2,000,000

1,575,496

66,708

1,037,384

3

25.517

(5,082)

7,504,054

13,081,300

1 The "additions" and "Disposals" for the financial year also include the entries corresponding to the application of hedge accounting as described below

Shareholding in Group companies

Thousands of Euros

Cost

Impairment

Net Value

Cellnex Austria, GmbH Cellnex Denmark ApS

Cellnex Finance Company, S.A.U. Cellnex France Groupe, S.A.S. Cellnex Ireland Limited

Cellnex Italia, S.p.A (formerly Galata S.p.A) Cellnex Netherlands, B.V.

Cellnex Sweden, AB Cellnex Switzerland, AG Cellnex Telecom España, S.L.U. Cellnex UK Limited

Cignal Infrastructure Services, Ltd CLNX Portugal, S.A.

Cellnex Poland sp. z.o.o Towerlink Portugal, ULDA Ukkoverkot Oy

953,035

350,005

1,000,060

2,324,391

499,000

952,310

511,355

2

581,117

2,807,500

1,856,985

178,636

1,037,384

3

4,000

25,517

- - - - - - - - - - - - - - - -

953,035

350,005

1,000,060

2,324,391

499,000

952,310

511,355

2

581,117

2,807,500

1,856,985

178,636

1,037,384

3

4,000

25,517

Total 31.12.2020

13,081,300

-

13,081,300

2019

Shareholding in Group companies

Thousands of Euros

At 31 December 2018

Additions1-

Cellnex Italia, S.r.L. Cellnex Netherlands, B.V. Cellnex UK Limited

Cellnex France Groupe, S.A.S. Cellnex Switzerland AG Cellnex Telecom España, S.L.U. Towerlink Portugal, ULDA Cignal Infrastructure, Ltd Disposals1-

Cellnex France, S.A.S.

At 31 December 2019

3,313,122

107,000

1,286

151,263

2,323,341

413,647

60,000

4,000

111,928

(908,341)

2,264,124

5,577,246

1The "additions" and "Disposals" for the financial year also include the entries corresponding to the application of hedge accounting as described below.

Shareholding in Group companies

Thousands of Euros

Cost

Impairment

Net Value

Cellnex Italia, S.r.L. Cellnex Netherlands, B.V. Cellnex UK Limited

Cellnex France Groupe, S.A.S. Cellnex Switzerland AG Cellnex Telecom España, S.L.U. Towerlink Portugal, ULDA Cignal Infrastructure, Ltd

952,310

516,437

281,489

2.324,391

579,191

807,500

4,000

111,928

- - - - - - - -

952,310

516,437

281,489

2.324,391

579,191

807,500

4,000

111,928

Total 31.12.2019

5,577,246

-

5,577,246

The main additions in 2020 relate to the following transactions:

  • i) Hutchison Deal

    During the second half of 2020, the Company reached an agreement with CK Hutchison Networks Europe Investments S.A.R.L. ("Hutchison") for the acquisition of Hutchison's European tower business and assets in Austria, Denmark, Ireland, Italy, the United Kingdom and Sweden through six separate transactions (one per country) (the "CK Hutchison Holdings Transactions").

    Under that agreement, as of 3 November 2020, the Company has acquired Cellnex Austria, GmbH (formerly Ea Einhundertsechsundsechzigste WT Holding GmbH) whose share capital amounted to EUR 35 thousand at the date of acquisition. On 17 December 2020, the Company made an equity contribution to Cellnex Austria, GmbH for an amount of EUR 953 million.

    In addition, as of 2 November 2020, the Company has acquired Cellnex Ireland Limited (formerly Aramaka Limited), for a purchase price of EUR 1. As of 17 December 2020, the Company made an equity contribution to Cellnex Ireland amounting EUR 499 million.

    Finally, on 3 November 2020, Cellnex Denmark ApS company was established with a share capital of DKK 40 thousand (EUR 5 thousand). On 17 December 2020, the Company made a monetary contribution to the equity of Cellnex Denmark, ApS amounting EUR 350 million.

  • ii) Cellnex Telecom España, S.L.U.

    On 17 December 2020, the Company made a monetary contribution to the equity of Cellnex Telecom España, S.L. (a sole shareholder company owned 100% by Cellnex Telecom, S.A.), amounting 2,000 million euros.

  • iii) Cellnex UK Limited

    During the second half of 2019, the Company and its subsidiary Cellnex UK Limited arranged a contract with Arqiva Holdings Limited, a company of the Arqiva Group, to sale the 100% of the subscribed and disbursed share capital of Arqiva Services Limited (Currenly On Tower UK, Ltd), a company to which the Arqiva Group transferred through a partial split its division of telecommunication towers in the United Kingdom, following a reorganization of assets, liabilities and activities. On 8 July 2020, the acquisition was completed after all suspensive conditions were met.

    In this context, on 7 July 2020, Cellnex UK Limited (a 100% owned company owned by Cellnex Telecom, S.A.), formalised share capital an increase of GBP 1,200 million (EUR 1,331 million) in order to allocate that amount to the acquisition of On Tower UK, Ltd.

In addition, on 16 December 2020, Cellnex UK Limited (a 100% owned company owned by Cellnex Telecom, S.A.) formalized a share capital increase of EUR 235,200 thousand (EUR 259,045 thousand) disbursed in full by the Company.

  • iv) Cellnex Finance Company, S.A.U.

    On 3 November 2020, the Company's Board of Directors approved the reorganization of its financial function in order to improve efficiency. As a result of the aforementioned reorganization, the Company has established Cellnex Finance Company, S.A.U. (a sole proprietorship 100% owned by Cellnex Telecom, S.A.) with a share capital of EUR 60 thousand. Subsequently, on 9 December 2020, the Company made a monetary contribution to the equity of Cellnex Finance Company, S.A.U. for an amount of 1,000 million euros.

    In the context of the aforementioned financial reorganization of the Company, the following operations have been carried out before 31 December 2020:

    (i) the transfer to Cellnex Finance Company, S.A.U., as a new debtor, of the Company's indebtedness: (a) Debts to the Company's credit institutions amounting to EUR 603,563 thousand arising from financing contracts and (b) Debts to The Group's companies and associates in the amount of EUR 210,604 thousand arising from contracts cash pooling, and

    (ii) the termination of certain debt instruments granted by the Company, as a creditor, in favour of certain group companies and associates in the amount of EUR 1,623,272 thousand and the granting of new debt instruments by Cellnex Finance Company, S.A.U. in favour of the same Group companies and associates for the same amount.

    In relation to the aforementioned transactions, the Company continues to act as guarantor of the debt subrogated to Cellnex Finance Company, S.A.U.

    In addition, in November 2020, Cellnex Finance Company, S.A.U. established a Guaranteed Euro Medium Term Note Programme (EMTN Program), guaranteed by the Company, Cellnex Telecom, S.A.U. This programme has been registered on the Irish Stock Exchange, which is listed on Euronext Dublin and allows the issuance of bonds of up to 10,000 million euros.

    Finally, debt reorganization transactions between Group companies and associates were completed and effective at the end of 2020.

  • v) CLNX Portugal, S.A.

    In the first quarter of 2020, Cellnex Telecom, S.A. acquired 100% of the share capital of Belmont Infra Holding, S.A. Belmont Infra Holding, S.A. held all the shares of BIH-Belmont Infrastructure Holding, S.A. ("BIH") which in turn held all Omtel, Estruturas de Comunicaçoes, S.A. shares ("Omtel").

    The purchase price was approximately 800 million euros (Equivalent Enterprise Value1), estimated on the date of the transaction and subject to certain price adjustments. On 2 January 2020 Cellnex paid EUR 300 million in cash. The remaining acquisition price (corresponding to a deferred payment of EUR 570 million, with a current value at the acquisition date of EUR 462,384 thousand) will be paid on 31 December 2027 or at an earlier date in the event of certain cases of non-compliance.

1 Equivalent Enterprise Value considering the initial payment and debt assumption plus deferred payment discounted at investment's internal return rate.

In addition, on 30 June 2020 the reverse merger between the holding companies Belmont., Belmont Infrastructure Holding, S.A. (BIH) as an absorbing company and Belmont Infra Holding, S.A. as an absorbed company has been approved. In addition, Cellnex Telecom, S.A. has approved the change of social name from Belmont Infrastructure Holding, S.A (BIH) to CLNX Portugal, S.A.

Finally, on 28 September 2020, CLNX Portugal, S.A. (a 100% owned company owned by Cellnex Telecom, S.A.), formalized a share capital increase amounting to EUR 275,000 thousand with the objective of acquiring NOS Towering (currently On Tower Portugal, S.A.)

vi) Cignal Infrastructure Services, Ltd.

In January 2020, Cignal Infrastructure Services, Ltd (a 100% owned company owned by Cellnex Telecom, S.A.) formalized a capital increase for compensation of credits with Group companies amounting to EUR 66,708 thousand.

  • vii) Ukkoverkot Oy

    In the second half of 2020, Cellnex Telecom, S.A. acquired 100% of the share capital of Ukkoverkot Oy, which holds the entire capital of Edzcom Oy ("Edzcom"), amounting to EUR 25,517 thousand (Enterprise Value). Edzcom offers end-to-end private LTE networks for critical markets based on Edge Connectivity solutions.

  • viii) Cellnex Italia, S.p.A.

    During 2020, the merger by absortion of Cellnex Italia, S.p.A., (formerly Galata, S.p.A.) has been approved (absorbing company) with IGS, S.r.L, FP Infrastructture, S.r.L. and CommsCon Italia S.r.L (absorbed companies). Subsequently, the reverse merger between Cellnex Italia, S.p.A. (absorbing company) and Cellnex Italia, S.r.L. (absorbed company) has been approved. There has been no impact of such transaction on the Company's annual accounts.

  • ix) Cellnex Netherlands B.V.

    During December 2020, Cellnex Telecom, S.A. approved the distribution of dividends in the amount of EUR 5,082 thousand that has been recognised as a reduction of the cost of the investment in Cellnex Netherlands, B.V. (a sole shareholder company owned 100% by Cellnex Telecom, S.A.).

    Portfolio changes as a result of the exchange rate:

    During 2020, net investment coverage of certain abroad companies such as Cellnex UK Limited and Cellnex Switzerland, AG resulted in a decrease and an increase in the cost of investment respectively, in those companies for an amount of EUR 14,664 thousand and EUR 1,926 thousand, respectively (increase of 14,037 thousand euros and EUR 12,319 thousands during the 2019 financial year). This variation was made with a balancing entry in the income statement for the year (under the caption "Variation in the fair value of financial instruments") due to the effect of the exchange rate on the part of the coverage considered as effective coverage, said impact being offset due to the effect of the contracted coverage (see Note 12.3), also recorded in the same section of the income statement (see Note 15.5).

    The main additions in 2019 relate to the following transactions: i) Cellnex Italia, S.r.L.

    On November 14, Cellnex Italia, S.p.A. (Sole proprietorship 100% owned by Cellnex Telecom, S.A.), formalized an increase in share capital in the amount of EUR 107,000 thousand.

ii) Cellnex Netherlands, B.V.

In August 2019, the Company paid EUR 1,286 thousand relating the Shere Group acquisition in 2016, and according to the purchase agreement, which has registered as major investment on Cellnex Netherlands BV.

  • iii) Cellnex UK Limited

    On July 26, Cellnex UK Limited (Sole proprietorship 100% owned by Cellnex Telecom, S.A.), formalized an increase in share capital in the amount of GBP 123,000 thousand (EUR 137,226 thousand).

  • iv) Cellnex France Groupe, S.A.S.

    On June 28, Cellnex France Groupe, S.A.S. (Sole proprietorship 100% owned by Cellnex Telecom, S.A.), formalized an increase in share capital in the amount of EUR 1,415,000 thousand).

    In addition, the following restructuring process was carried out in 2019 among companies belonging to the Cellnex Group in which the Company holds a 100% stake:

    • - Acquisition by Cellnex France Groupe, S.A.S. of all the shares of Cellnex France, S.A.S, to date owned by Cellnex Telecom, S.A., for its carrying amount of EUR 908,341 thousand.

    • - To fund the purchase, Cellnex Telecom, S.A. carried out a shareholders' contribution to Cellnex France Groupe, S.A.S. in the same amount.

  • v) Cellnex Switzerland AG

    On 30 July 2019, Cellnex Switzerland AG, formalized an increase in share capital in the amount of CHF 332,227 thousand (EUR 301,012 thousand).

    In addition, during December 2019, Deutsche Telekom Capital Partners ("DTCP") exercised its rights to transfer the total amount of its shareholding in Cellnex Switzerland to Cellnex Telecom. As a result, Cellnex Telecom acquired an additional 9% (DTCP stake in Cellnex Switzerland at the date of execution) of the share capital of Cellnex Switzerland for CHF 109,876 thousand (with a Euro value of EUR 100,316 thousand as of 31 December 2019), which has been registered as more value of the investment in Cellnex Switzerland.

  • vi) Cellnex Telecom España, S.L.U.

    On 10 September 2019, Cellnex Telecom España, S.L.U. (Sole proprietorship 100% owned by Cellnex Telecom, S.A.), formalized an increase in share capital in the amount of EUR 60,000 thousand).

  • vii) Towerlink Portugal, ULDA

    On 14 June 2019, the sole shareholder of the company Towerlink Portugal decided on performing voluntary ancillary capital contributions, in the total amount of EUR 4,000 thousand, totally disbursed at 31 December 2019.

  • viii) Cignal Infrastructure Services, Ltd.

    During the second half of 2019, the Company acquired 100% of the share capital of Cignal from InfraVia Capital Partners, owner of 546 sites in Ireland for a total purchase price of EUR 111,928 thousand.

    Changes in the portfolio as a result of the exchange rate:

    During the current financial year 2019, the net investment coverage in foreign businesses of certain companies as Cellnex UK Limited and Cellnex Switzerland resulted in an increase in the cost of the investment in these investees amounting to of EUR 14,037 thousand and an EUR 12,319 thousands,

respectively (decrease of EUR 1,071 thousand and increase of EUR 5,993 thousand respectively in 2018). This variation was made with a balancing entry in the income statement for the year (under the caption "Variation in the fair value of financial instruments") due to the effect of the exchange rate on the part of the coverage considered as effective coverage, said impact being offset due to the effect of the contracted coverage (see Note 12), also recorded in the same section of the income statement (see Note 15.5).

8.2. Impairment

As indicated in Note 4.3, at the end of the year, the Company evaluates whether any of the investments recorded in books show signs of impairment and, if applicable, their recoverable value.

For this purpose, the method for estimating the recoverable value from the net equity value was used first.

In those cases in which when applying said method it has been shown that the book value was higher, the recoverable amount of the investment has been determined based on the present value of the future cash flows derived from the investment, calculated by estimating their share in the cash flows expected to be generated by the investee, or the market value (price of recent similar transactions in the market) minus the costs associated with the sale.

In those cases in which the main activity of the investee is holding company shares, the recoverable amount has been calculated based on the aggregation of the present value of the future cash flows derived from the investment of its subsidiaries.

In order to determine this current value of the future cash flows derived from the investment, the following has been mainly carried out:

  • • The projections of income and expenses of the impairment tests of the previous year have been reviewed to evaluate possible deviations. In this sense, no significant deviations have been observed in the review of the impairment tests for 2020 with respect to the results for the year 2019.

  • • The corresponding projections of income and expenses have been made, according to the following general criteria:

    • o In terms of business activity, the growth of the consumer price index (CPI) in each country in which the company operates, provided by the corresponding official bodies of each country (affected), has been taken as a reference for its estimation. by the correctors that are applicable in each case), and and a 2% fix escalator in France. In the activity of the Infrastructure business for mobile telecommunications operators has been estimated taking as reference the expected growth based on the agreements they have with different customers and the possibilities of co-location in based on the configuration and distribution of the acquired network, and other specific aspects that could affect future activity. In addition, for those countries in which exist an asset purchase agreement, the Company has considered the commitments to acquire "Built to Suite" assets in the projections.

    • o For expenses, the trends were considered in light of the expected changes in the respective CPI and the projected performance of the business.

    • o Additionally, the Company considered the impact of the maintenance of the infrastructure that will be carried out, using the best estimates available based on the Group's experience and taking into account the projected return of the activity.

  • • The cash projections obtained from the projection of income and expenses carried out according to the above-mentioned criteria, have been updated to the discount rate resulting from adding to the cost of money without risk in the long term, the risk premium assigned by the market to the country where the activity of the company is carried out, the risk premium assigned by the market to each business (both considering a long-term vision).

  • • Projections for the first years are generally based on the closing 2019 and on the most recent medium-term projection and, after approximately year ten, on the activity growth rate evident from the service contracts. Projections covers a period higher than five years of cash flows after closing, due to the duration of the existing service contracts with customers.

As a result of the foregoing, during the 2020 and 2019 periods the need to record impairment losses in any of the investments recorded under this caption has not been revealed.

As of 31 December 2020, and 2019, there is no provision for impairment of the value of the shares held in Group companies and associates.

The most significant assumptions used in determining the fair value of the investments in Group companies were as follows:

2020

The discount rate considered for CGU Spain (Tradia Telecom, S.A.U.), CGU Italy (TowerCo, S.p.A. and Cellnex Italia, S.p.A.), CGU Netherlands (Towerlink Netherlands, B.V., Shere Masten, B.V., Alticom, B.V., On Tower Netherlands, B.V.), CGU France (Cellnex France, S.A.S., On Tower France, S.A.S.), UGE UK (Cellnex UK Limited), CGU Switzerland (Swiss Towers, AG and Swis Infra Services, A.G.) and CGU Ireland (Cignal) was 5.9%, 6.2%, 4.9%, 5.0%, 5.5%, 4.5% and 5.3% respectively.

The rate of growth of the activity considered for all cash-generating units was 3% per annum, except for Tradia Telecom which was 1.5% per annum.

The rate of growth of the terminal value "g" considered for all CGU's has been 2.5%, with the exception of Tradia which has been 1.0%, by incorporating the effect of the business segment "dissemination infrastructures", and which is in line with an overall rate of inflation.

For all CGU, with the exception of TowerCo, flows have been projected until 2040, in line with the years of service delivery contracts for the "Telecommunication Infrastructure Services" segment. In the case of TowerCo, since the business is based on the concession contract with Autostrade Per l'Italia, S.p.A., the flows have been projected until the end of that concession, in 2038.

2019

The discount rate before tax considered for CGU Broadcast business (Tradia Telecom), CGU TIS business (On Tower Telecom Infraestructuras), CGU Italy (Towerco, Galata, Commscon), CGU Netherlands (Towerlink NL, Shere Masten, Alticom BV), CGU France (Cellnex France, S.A.S), CGU UK (Cellnex UK Ltd. (formerly Shere Group Ltd.)) and CGU Switzerland (Cellnex Switzerland)) is 6.6%, 6.2%, 7.5%, 5.4%, 6.0%, 6.0% and 5.2% respectively.

The activity growth rate considered for CGU Broadcast business (Tradia Telecom) was 1.5% per annum, and for CGU TIS business (On Tower Telecom Infraestructuras), CGU Italy (Towerco, Galata), CGU Netherlands (Towerlink NL, Shere Masten, Alticom BV), CGU France, CGU UK (Cellnex UK Ltd. (antes Shere Group Ltd.)), and CGU Switzerland is 3% per annum. The activity growth rate considered in the Commscon's (CGU Italy) growth rate was determined at 11.9% per annum due to the highly dynamic market and growth opportunities.

The 'terminal g', considered for all CGUs was 2.5% apart from CGU Broadcast business (Tradia Telecom), which represented 1% due to the broadcasting component, which was in line with a general inflation rate.

All CGUs apart from TowerCo and Commscon (CGU Italy) have been projected until 2040 in line with the duration of the service contracts in the Telecom Infrastructure Services business segment. As the TowerCo business is based on a concession agreement with Autostrade Per l'Italia, S.p.A., this CGU has been projected until the end of the concession in 2038. Commscon's business has different market dynamics, as a result, this CGU has been projected until 2028.

Sensitivity to changes in key assumptions

With regard to evidence of impairment of investments in the Group's companies, the recoverable value (determined on the basis of fair value as noted above) obtained from them exceeds the book value of the registered shares, so that applying significant changes in the assumptions used in those calculations would not result in a significant risk of impairment.

According to the sensitivity analysis carried out, in view of variations in the discount rates of +50 basic points, in terminal value growth rates "g" of -50 basic points and, in growth rates of activity -500 basic points, there would still be no deterioration in investments in Group companies registered by the Company as of 31 December 2020.

In this way, the recoverable amount obtained exceeds the book value of the Group's holdings in companies, although the sensitivity analysis carried out in the projections clearly demonstrates a high tolerance (above 20%) changes in key assumptions used

8.3. Other information

The Company has no commitments in relation to its investees other than the financial investments made, with the exception of the balances held with those companies, which are included in Note 17.3.

9. Non-current financial investments

The breakdown of financial investments by categories is as follows:

Thousands of Euros

31/12/2020

31/12/2019

Non-current

Current

Non-current

Current

Investment Fund Non-current Loans

Derivate financial instruments (Note 12.3) Deposits and guarantees

281 10,607 6,723 800

- 2,418 - 2

450 456 - 786

- - - 2

Total

18,411

2,420

1,692

2

The Company join a venture capital fund in the ICT sector, with an undertaking to subscribe six hundred thousand shares with a nominal value of one euro each. The initial disbursement amounted to EUR 90 thousand, accounting for 15% of the equity undertaken by the Company.

As of 31 December 2020, additional contributions and partial reimbursements have been made for 0 and 169 thousand euros, respectively (107 and 0 thousand euros, respectively, as of 31 December 2019).

The caption "Credits to third parties" contains an amount of 10,819 thousand euros, corresponding to the combined book value of the net receivables that arises as a result of the company's 2020 procurement of two derivative financial instruments that are contractually linked and whose terms of exchanges make them jointly classified as a receivables.

Deposits and guarantees also included the amount of the deposit of the office rental contract, as well as the deposit amount the new offices rental (see Note 16.3).

10. Cash and cash equivalents

The breakdown of cash and cash equivalents is as follows:

Thousands of Euros 31/12/2020 31/12/2019

Cash

109,204

2,162,659

Cash equivalents

3,129,105

80,000

Total

3,238,309

2,242,659

As of 31 December 2020, the Company has contracted fixed-term deposits with credit institutions, for a total amount of EUR 3,129,105 thousand (EUR 80,000 thousand as of 31 December 2019).

11. Net equity

11.1. Capital and treasury shares

Share capital

At 31 December 2019, the share capital of Cellnex amounted to EUR 96,332 thousand and was represented by 385,326,529 cumulative and indivisible ordinary registered shares of EUR 0.25 par value each, fully subscribed and paid.

At 31 December 2020, in accordance with the capital increases detailed below, the share capital of Cellnex Telecom increased by EUR 25,345 thousand to EUR 121,677, represented by 486,708,669 cumulative and indivisible ordinary registered shares of EUR 0.25 par value each, fully subscribed and paid.

Changes in 2020

July 2020 capital Increase

On 21 July 2020, the Company's Board of Directors, in accordance with the authorization granted by the Annual General Shareholders' Meeting of Cellnex, held on 21 July 2020, approved a capital increase (hereinafter, the "Capital Increase") through cash contributions and recognising the preferential subscription right of the Cellnex's shareholders, as detailed below:

The Capital Increase was carried out through the issuance and sale of 101,382,140 ordinary registered shares (hereinafter, "New Shares") at a subscription price (nominal plus share premium) of EUR 39.45 per each new share. Thus, the Capital Increase amounted to approximately EUR 4,000 million, which has been fully subscribed.

Preferential subscription rights were assigned to all Cellnex shareholders who acquired shares up to 24 July 2020 and whose transactions were registered in Iberclear up to 28 July 2020 (both inclusive). Each share in circulation at that time granted the right to receive a preferential subscription right (19 rights were required to subscribe 5 new shares). The pre-emptive subscription period ended on 6 August 2020.

The New Shares offer the same political and economic rights as the ordinary shares of the Company. The funds from the capital increase will be used to support the acquisition of Cellnex's active projects pipeline.

On 14 August 2020, the public deed for the Capital Increase, was duly registered.

On 19 August 2020, the 101,382,140 New Shares were admitted to trading on the Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia.

Changes in 2019

March 2019 Capital Increase

On 27 February 2019, the Company's Board of Directors, in accordance with the authorization granted by the Annual General Shareholders' Meeting of Cellnex, held on 31 May 2018, approved a capital increase (hereinafter, the "Capital Increase") through monetary contributions and recognising the preferential subscription right of the Cellnex's shareholders, as detailed below:

The Capital Increase was carried out through the issuance and sale of 66,989,813 ordinary registered shares (hereinafter, "New Shares") at a subscription price (nominal plus share premium) of EUR 17.89 per each new share. Thus, the Capital Increase amounted to EUR 1,198 million, which has been fully subscribed.

Preferential subscription rights were assigned to all Cellnex shareholders who acquired shares up to 1 March 2019 and whose transactions were registered in Iberclear as at 5 March 2019. Each share in circulation at that time granted the right to receive a preferential subscription right (38 rights were required to subscribe 11 new shares). The pre-emptive subscription period ended on 16 March 2019.

The New Shares offer the same political and economic rights as the ordinary shares of the Company.

On 25 March 2019, the public deed for the Capital Increase, granted on 22 March 2019, was duly registered.

On 26 March 2019, the 66,989,813 New Shares were admitted to trading on the Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia.

October 2019 Capital Increase

On 7 October 2019, the Company's Board of Directors, in accordance with the authorization granted by the Annual General Shareholders' Meeting of Cellnex, held on 9 May 2019, approved a capital increase (hereinafter, the "Capital Increase") through cash contributions and recognising the preferential subscription right of the Cellnex's shareholders, as detailed below:

The Capital Increase was carried out through the issuance and sale of 86,653,476 ordinary registered shares (hereinafter, "New Shares") at a subscription price (nominal plus share premium) of EUR 28.85 per each new share. Thus, the Capital Increase amounted to approximately EUR 2,500 million, which has been fully subscribed.

Preferential subscription rights were assigned to all Cellnex shareholders who acquired shares up to 10 October 2019 and whose transactions were registered in Iberclear up to 14 October 2019 (both inclusive). Each share in circulation at that time granted the right to receive a preferential subscription right (31 rights were required to subscribe 9 new shares). The pre-emptive subscription period ended on 25 October 2019.

The New Shares offer the same political and economic rights as the ordinary shares of the Company.

The funds from the capital increase will be used to support Cellnex's active projects pipeline.

On 5 November 2019, the public deed for the Capital Increase, granted on 4 November 2019, was duly registered.

On 7 November 2019, the 86,653,476 New Shares were admitted to trading on the Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia.

Significant Shareholders

In accordance with the notifications concerning the number of shares held made to the National Securities Market Commission, the shareholders who hold significant shareholdings in the share capital of the Company, both directly and indirectly, greater than 3% of the share capital at 31 December 2020 and 2019, are as follows:

% Stake

2020

2019

ConnecT, S.p.A. (1)

Edizione, S.r.l (2)

GIC Private Limited (3)

Abu Dhabi Investment Authority (4) Criteria Caixa, S.A.U.

Wellington Management Group LLP (5)

Blackrock, Inc (6)

GQG Partners, LLC.

Canada Pension Plan Investment Board

FMR, LLC. (7)

Norges Bank

Capital Research and Management Company (8)

-

13,03%

7,03%

6,97%

4,77%

4,28%

3,80%

3,22%

3,16%

3,05%

3,03%

3,02%

29,90% - - - 5,00% 4,28% 4,98% - 3,16% - - -

Total

55,36%

47,32%

Source: National Securities Market Commission ("CNMV").

  • (1) Complete "Spin-off" and dissolution of ConnecT S.p.A. ("Connect") and incorporation of ConnecT Due S.r.l.

  • (2) Edizione S.r.l. ("Edizione") controls Sintonia S.p.A. ("Sintonia") which in turn controls ConnecT Due S.r.l.

  • (3) GIC Private Limited directly holds 100% of the share capital of GIC Special Investments Private Limited ("GICSI"). GICSI provides management and management to GIC Infra Holdings Private Limited, which in turn holds 100% of Lisson Grove Investment Private Limited's share capital.

(4) Azure Vista C 2020, S.r.l. ("Azure") is a wholly owned subsidiary of Infinity Investments S.A. ("Infinity") which is, in turn, a wholly owned subsidiary of Silver Holdings S.A., which is a wholly owned subsidiary of Abu Dhabi Investment Authority.

(5) Wellington Management Company LLP is a directly controlled company of Wellington Investment Advisors Holdings LLP, which, in turn, is a directly controlled company of Wellington Group Holdings LLP, which in turn is a directly controlled company of Wellington Management Group LLP.

(6) It corresponds to collective institutions administered with a percentage of less than 5%. In addition, there is a total share of 0.398% through financial instruments related to shares of the Company.

(7) At the end of 2020, FMR, LLC. controlled 3.05% of voting rights in various investment funds and other accounts. None of the funds and/or accounts mentioned above had a share of more than 3%.

(8) Capital Research and Management Company controlled 3,005% of total voting rights and other collective institutions had a stake of less than 3%.

In addition to the shareholdings detailed above, Atlantia, S.p.A. holds a stake through financial instruments amounting to 4.73% (5.98% at the end of 2019)

As of 31 December 2020, Edizione positioned itself as a reference shareholder of Cellnex Telecom, S.A. with a 13.03% stake in its capital. At 31 December 2019, ConnecT, S.p.A. was positioned as a reference shareholder in Cellnex Telecom, S.A., holding a 29.9% stake in its share capital.

Changes in 2020

Shareholders' agreement entered into between Sintonia, Infinity and Raffles.

On 22 May 2020, Edizione announced that Sintonia, Infinity and Raffles Infra Holdings Limited ("Raffles") had entered into a framework agreement (the "Shareholders' Agreement") in relation to the full non-proportional spin-off of ConnecT resulting in the allocation of the shares of Cellnex formerly held by ConnecT to ConnecT Due, Azure and Prisma Holdings, S.r.L. ("Prisma"). As provided in the Shareholders' Agreement, the term "Raffles" includes any affiliates of Raffles holding the shares of Cellnex assigned through the spin-off of ConnecT. Following the execution of the Shareholders' Agreement, Prisma sold its 6.730% stake in the share capital of Cellnex to Lisson, who is the current holder of the stake as of the date of these financial statements. Each of Raffles, Prisma and Lisson are 100% owned by GIC Infra Holdings Private Limited.

The Shareholders Agreement regulates, among other matters, certain obligations in relation to the initial appointment of their respective proprietary directors in Cellnex following completion of ConnecT spin-off in order to allow a proportional representation in the Board of Directors.

On 10 June 2020, Edizione published certain clauses of the Shareholders' Agreement which qualify as a disclosable shareholder agreement (pacto parasocial) under Spanish law. In accordance with the information made public by Edizione, the Shareholders' Agreement foresees, among other matters:

  • Once Raffles informs Infinity and Sintonia of its request to have a person nominated by it appointed as a proprietary director of Cellnex, the obligation of Infinity and Sintonia to formally request, and do their best efforts to cause, any proprietary director of Cellnex nominated by them to, subject to their fiduciary duties as members of the Board of Directors, support the appointment of the person nominated by Raffles as a new director of Cellnex.

  • Sintonia's obligation to have ConnecT Due to attend, either by being present or by proxy, the shareholders' meeting of Cellnex where the person nominated by Raffles will be appointed or (if appointed by the Board of Directors as director by co-optation) re-elected as a director of Cellnex and cast its votes for the appointment or re-election, as appropriate, of the person nominated by Raffles as a director of Cellnex, subject to certain conditions.

  • Infinity's obligation, at the request of Raffles and provided that a proprietary director of Raffles has been appointed in accordance with the above, upon the appointment as a proprietary director of Cellnex of the person nominated by Raffles, to formally request, and do its best efforts to cause, its proprietary director to resign from his current position as member of Cellnex's Nominations and Remuneration Committee on 9 May 2022 and each of Sintonia, ConnecT Due, Infinity and Azure to formally request, and do its best efforts to cause, any proprietary director of Cellnex nominated by them to, subject to their fiduciary duties, support the appointment of the proprietary director nominated by Raffles as a new member of Cellnex's Nominations and Remuneration Committee.

The above commitments shall cease to have value and effect as soon as the provisions relating to the appointment of the person appointed by Raffles as Sunday director of Cellnex (or, as appropriate, its ratification or re-election) have been complied with by Cellnex's shareholders' meeting or on the date on which Cellnex's regular general meeting of shareholders is to be held , whichever comes first. By way of exception, the provisions contained in the last point shall remain in force until 30 June 2022.

Shareholders' agreement entered into between Edizione, Atlantia, Sintonia and Connect T Due

On 17 July 2020, Edizione announced the amendment of the Co-investment Agreement entered into on 24 July 2018 in relation to Cellnex between Edizione, Atlantia, Sintonia and ConnecT (the "Co-investment Agreement"). The amendments made to the Co-investment Agreement are: (i) the replacement of Connect by Connect Due as a consequence of the spin-off of the former; (ii) the extension of the term for exercising the co-investment option (extended for a further 12 months and, therefore, until 12 July 2021) on a stake of 5.98% in Cellnex; (iii) the option of exercising the ROFO and the Right to Match provided in the original Co-investment Agreement for no more than 10% of Cellnex's issued capital until 12 July 2025, rather than the entire stake in Cellnex indirectly held by Edizione; and (iv) the grant to Atlantia of a right of first refusal on all or part of the (unexercised) options attributed to Connect Due resulting from any future rights issues approved by Cellnex until 12 July 2025 (the "ROFR").

According to the public announcement, the combined result of Atlantia's exercise of its ROFO and Right to Match, on the one hand, and of the co-investment option, on the other, may not lead to Atlantia acquiring a stake in Cellnex in excess of 10% of its issued share capital.

Changes in 2019

On 11 July 2019, Edizione sold a 5% stake in ConnecT (which held 29.9% of Cellnex) to Abu Dhabi Investment Authority ("ADIA") and Singapore Sovereign Fund ("GIC").

As a result, Edizione remained ConnecT's largest shareholder with a 55% stake, while ADIA and GIC had a 22.5% stake in ConnecT.

Pre-emptive subscription rights in offers for subscription of securities of the same class

On 9 May 2019, the ordinary general shareholder's meeting of Cellnex, pursuant to article 297.1.(b) of the Law of Corporations, resolved to delegate in favour of the Company's Board of Directors the faculty to increase the share capital, whether through one or more issuances, up to an amount equivalent to 50% of the Company's share capital on 9 May 2019 (the date of such resolution), until May 2024 (i.e. the authorization has a term of 5 years). This authorization includes the power to exclude the pre-emptive subscription rights of shareholders, in accordance with the provisions of article 506 of the Spanish Companies Act; however, under these circumstances the Board of Directors has the authority to issue up to 10% of the Company's share capital (this limit being included within the maximum limit of 50% referred above).

Furthermore, the ordinary general shareholder's meeting of Cellnex resolved to delegate in favour of the Company's Board of Directors (also with a term of 5 years, i.e., until May 2024) the faculty to issue debentures, bonds and other similar fixed-income securities, convertible (including contingently) into shares of the Company, preference shares (if legally permissible) and warrants (options to subscribe to new shares of the Company) up to a limit of 10% of the Company's share capital on 9 May 2019 (this limit being also included within the maximum limit of 50% referred above).

Treasury shares

Pursuant to the authorisation granted by the Board of Directors in its meeting of 26 May 2016, Cellnex has made various purchases and sales of treasury shares.

On 31 May 2018 the ordinary general shareholder's meeting of Cellnex resolved to delegate in favour of the Company's Board of Directors the faculty to purchase treasury shares up to a limit of 10% of the share capital of the Company.

During 2020, the Company carried out discretional purchases of treasury shares for an amount of EUR 6,509 thousand (EUR 0 thousand in 2019). In addition, at 31 December 2020 and 2019, 125,623 and 63,912 treasury shares have been transferred to employees in relation to employee remuneration payable in shares, respectively, corresponding in part to the liquidation of the Long Term Incentive Plans described in Note 16.4 of these annual accounts.

At 31 December 2020, the Company has recognised a profit of EUR 3,236 thousand (a profit of EUR 316 thousand at the end of 2019), net of fees and commissions, as a result of these operations and this has been taken as a reserve movement in the balance sheet. The number of treasury shares as at 31 December 2020 and 2019 amounts to 200,320 and 199,943 shares, respectively and represents 0.041% of the share capital of the Company (0.052% as at 31 December 2019).

The use of the treasury shares held at 31 December 2020 will depend on the agreements reached by the Corporate Governance bodies.

The movement recorded in the own share portfolio during the 2020 and 2019 financial years has been as follows:

2020

Number (Thousands of

Shares)

Average price

Purchases /Sales (Thousands of

Euros)

At 1 January 2020

Purchases Sales/Others

200 126 (126)

21,117 51,658 21,120

4,222 6,509 (2,653)

At 31 December 2020

200

40,326

8,078

2019

Number (Thousands of

Shares)

Average price

Purchases /Sales (Thousands of

Euros)

At 1 January 2019

Purchases Sales/Others

264 -

(64)

21,117 - 21,117

5,572 -

(1,350)

At 31 December 2019

200

21,117

4,222

11.2. Share premium

As of 31 December 2020, the share premium increased by EUR 3,883,743 thousand to EUR 7,769,936 thousand (EUR 3,886,193 thousand as of 31 December 2019), mainly due to the capital increase described in Note 11.1.

As of 31 December 2019, the share premium increased by EUR 3,571,671 thousand to EUR 3,886,193 thousand (EUR 314,522 thousand as of 31 December 2018) mainly due to the two capital extensions described in Note 11.1.

During 2020, a cash pay out to shareholders of EUR 29,281 thousand (EUR 26,620 thousand at 31 December 2019) was declared from the share premium account (See Note 11.4).

11.3. Reserves

The breakdown of this account is as follows:

Thousands of Euros

31/12/2020

31/12/2019

Legal reserve Voluntary reserves Other reserves

19,000 114,474 2,683

11,584 114,465 1,005

136,157

127,054

Legal reserve

In accordance with the consolidated text of the Spanish Limited Liability Companies Act, 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve may not be distributed to shareholders unless the Company is liquidated.

The legal reserve may be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount.

Apart from the purpose mentioned above, the legal reserve may be used to offset losses unless it exceeds 20% of the capital and no other sufficient reserves are available for such purpose.

At 31 December 2020 and 2019, because of the capital increases explained in Note 11.1 the legal reserve had not reached the legally established minimum.

Voluntary reserves

On 14 February 2018, Cellnex Telecom España, S.L. acquired 100% of the shares of Retevisión-I, S.A.U., Tradia Telecom, S.A.U. and On Tower Telecom Infraestructuras, S.A.U. owned by Cellnex Telecom, S.A., for a book value of 977 million euros. The capital gain generated by this operation amounted to 86 million euros, and was recorded with a credit to reserves.

Voluntary reserves are freely available.

Other equity instruments

This caption mainly includes the equity impact of convertible bond issues, amounting to EUR 230,692 thousand as of 31 December 2020 (EUR 129,947 thousand as of 31 December 2019).

During the 2020 financial year the caption balance increased by EUR 100,745 thousand as a result of the issuance of a convertible bond in November 2020 (see Note 12). During the 2019 financial year, the caption balance increased by EUR 67,467 thousand as a result of the issuance of two convertible bonds in January and July 2019 (see Note 12).

The convertible bonds are compound instruments that have been split into its two components: a debt component corresponding to the present value of the coupons and principal discounted at the interest rate of a bond, with same nominal amount and maturity, without the convertibility option; and an equity component, for the remaining amount, due to the bondholder option to convert into shares.

Hedge Reserve

This line item includes the reserve generated by the effective portion of the changes in the fair value of the derivative financial instruments designated and classified as cash flow hedges and/or hedges of net investments in foreign operations.

11.4. Dividends

The determination of the distribution of dividends is carried out based on the individual statutory accounts of Cellnex Telecom, S.A., and within the framework of the legislation in force in Spain.

The dividends to distribute to the shareholders are recorded as liabilities in the financial statements as soon as the dividends are approved by the Annual General Meeting (or by the Board of Directors in the case of interim dividends) and until their payment.

On 31 May 2018, the Annual Shareholders' Meeting approved the distribution of a dividend charged to the share premium reserve to a maximum of EUR 63 million, payable in one or more instalments during the years 2018, 2019 and 2020. It was also agreed to delegate to the Board of Directors the authority to establish, if this is the case, the amount and the exact date of each payment during said period, always attending to the maximum overall amount stipulated.

On 21 July 2020, the Annual Shareholders' Meeting approved the distribution of a dividend charged to the share premium reserve to a maximum of EUR 109 million, to be paid upfront or through instalments during the years 2020, 2021, 2022 and 2023. It was also agreed to delegate to the Board of Directors the authority to establish, if this is the case, the amount and the exact date of each payment during said period, always attending to the maximum overall amount stipulated.

According to the aforementioned Shareholders' Remuneration Policy, (i) the shareholder remuneration corresponding to the fiscal year 2020 will be equivalent to that of 2019 (EUR 26.6 million) increased by 10% (to EUR 29.3 million); (ii) the shareholder remuneration corresponding to the fiscal year 2021 will be equivalent to that of 2020, increased by 10% (to EUR 32. 2 million); and (iii) the shareholder remuneration corresponding to the fiscal year 2022 will be equivalent to that of 2021, increased by 10% (to EUR 35.4 million).

During 2020, in compliance with the Company´s dividend policy, the Board of Directors, pursuant to the authority granted by resolution of the Annual Shareholders' Meeting of 31 May 2018, approved the distribution of a cash pay-out charged to the share premium reserve of EUR 11,818 thousand, which represented EUR 0.03067 for each existing and outstanding share with the right to receive such cash pay-out. In addition, on 3 November 2020, the Board of Directors, pursuant to the authority granted by resolution of the Annual Shareholders' Meeting of 21 July 2020, approved the distribution of a cash pay-out charged to the share premium reserve of EUR 17,463 thousand, which represented EUR 0.03588 for each existing and outstanding share with the right to receive such cash pay-out.

Thus, the total cash pay-out to shareholders distributed for the 2019 financial year was EUR 0.06909 gross per share, which represents EUR 26,622 thousand (EUR 24,211 thousand corresponding to the distribution for the 2018 financial year).

The payment of dividends will be made on the specified dates, which will be determined in each case and duly announced.

Notwithstanding the above, the Company's ability to distribute dividends depends on a number of circumstances and factors including, but not limited to, net profit attributable to the Company, any limitations included in financing agreements and Group's growth strategy. As a result of such or other circumstances and factors, the Company may modify the Shareholders' Remuneration Policy or may not pay dividends in accordance with the Shareholders' Remuneration Policy at any given time. In any case, the Company will duly announce any future amendment to the Shareholders' Remuneration Policy.

12. Current and non-current debt

The breakdown, by category, of short and long-term debts payable is as follows:

Thousands of Euros

Debits and payables

31/12/2020

31/12/2019

Current

Non-current

Total

Current

Non-current

Total

Bond Issues

Loans and credit facilities Derivatives

Other financial liabilities

56,453 1,987 165 6,258

7,478,501 - 4,907 486,336

7,534,954 1,987 5,072 492,594

40,326 4,944 201 3,601

3,460,798 1,142,714 3,593 -

3,501,124 1,147,658 3,794 3,601

Total

64,863

7,969,744

8,034,607

49,072

4,607,105

4,656,177

During the year ended at 31 December 2020, the Company increased its borrowings from bond issues and loans and credit facilities (which do not include "Derivative Financial Instruments" or "Other financial liabilities") by EUR 2,888,159 thousand to EUR 7,536,941 thousand.

The increase in the Company's bond issues and other loans is mainly due to the six issuances of bonds that have been carried out during 2020, as detailed in the section "Issuance of simple obligations of the Company - Program "EMTN" of this note), as well as the issuance of the convertible bond that was carried out in November 2020, (as detailed in the section "Issuance of Convertible Bonds" of this note).

In addition, the decrease in "Debts to credit institutions" corresponds to the subrogation of the financial debt in favour of the group's new company, Cellnex Finance Company, S.A.U. (see Note 8).

As of 31 December 2020, and 2019, the average annual interest rate on the financing granted, if fully disposed of, would be 1.6% and 1.5% respectively. Meanly, the weighted average interest rate of 31 December 2020 on issues of bonds and debts to willing credit institutions was 1.6% (1.8% as of 31 December 2019).

Debts to credit institutions held by the Company have been contracted under market conditions, so their fair value does not differ significantly from their book value.

The purpose of the financial policy, approved by the Board of Directors of the Company, is to obtain financing, at the lowest cost and longest possible period, diversifying the sources of financing. In addition, it is intended to promote access to the capital market and to have greater flexibility in financing contracts that facilitate continuing the growth strategy of the Group of which the Company is head.

As at 31 December 2020 and 31 December 2019, the breakdown of the Company's borrowings (i) by maturity, (ii) by type of debt and (iii) by currency is as follows:

(i) Borrowings by maturity 2020

Thousands of Euros

Limit

Current

Non-current

Total

2022

2023

2024

2025

2026 and subsequent years

Bond Issues Accruals of bond arrangements expenses Loans and credit facilities Derivative financial instruments

Other financial liabilities

7,729,340 - - - -

69,531

(13,078)

1,987

165

6,258

602,358

(12,856)

-

- -

2,394

(12,392)

-

- 4,500

752,431

(11,134)

-

- -

593,189

(10,242)

-

- 6,000

5,603,452

(28,699) -

4,907

475,836

7,623,355

(88,401)

1,987

5,072

492,594

Total

7,729,340

64,863

589,502

(5,498)

741,297

588,947

6,055,496

8,034,607

2019

Thousands of Euros

Limit

Current

Non-current

Total

2021

2022

2023

2024

2025 and subsequent years

Bond issues

Accrual of bond arrangement expenses

Loans and credit facilities Accrual of loans and credit facilities arrangement expenses Derivative financial instruments Other financial liabilities

3,600,500 4,600,867

47,039

(6,713)

7,229

(2,285)

201

3,601

- (6,962) 32,500 (2,310)

- -

600,000

(6,629)

223,374

(1,902)

- -

- (6,051) 116,169 (1,778)

- -

750,000

(4,677)

585,695

(938)

- -

2,142,687

(7,570)

192,125

(221)

3,593

3,539,726

(38,602)

1,157,092

(9,434)

3,794

3,601

Total

8,201,367

49,072

23,228

814,843

108,340

1,330,080

2,330,614

4,656,177

(ii) Borrowings by type of debt

Thousand of Euros

Notional as of 31/12/2020 (*)

Notional as of 31/12/2019 (*)

Bond issues

Loans and credit facilities

Limit

Drawn

Undrawn

Limit

Drawn

Undrawn

7,729,340 -

7,729,340 -

- -

3,600,500 4,600,867

3,600,500 1,152,909

- 3,447,958

Total

7,729,340

7,729,340

-

8,201,367

4,753,409

3,447,958

(*) These concepts include the notional value of each caption and are not the gross or net value of the caption. See "Borrowings by maturity".

As of 31 December 2020, the Company has transferred all debts to credit institutions to the company of the Group Cellnex Finance Company, S.A.U. (see Note 8).

As of 31 December 2019, the total limit of loans and credit facilities available was EUR 4,600,867 thousand, of which EUR 2,513,330 thousand in loans and EUR 2,087,537 thousand in credit facilities.

Furthermore, of the EUR 4,600,867 thousands of loans and credit facilities available, EUR 4,196,242 thousand can be drawn down either in Euros (EUR) or in other currencies, such as Pound Sterling (GBP), Swiss franc (CHF) and U.S. dollar (USD). As at 31 December 2019 the amount drawn down of the loans and credit facilities was EUR 1,152,908 thousand.

(iii) Borrowings by currency

Thousand of Euros

31/12/2020(*)

31/12/2019(*)

Euro GBP CHF

7,857,502 - 265,506

3,783,375 331,631 589,207

Total

8,123,008

4,704,213

(*) The amounts shown in the preceding table relate to the cash flows set forth in the contracts, which differ from the carrying amount of the borrowings due to the effect of avoiding the incorporation of accrual expenses

As described in Note 5.1 of these annual accounts, the exchange rate risk on net investment in shares of Group companies operating in currencies other than the euro is managed both through loans and obligations denominated in the relevant foreign currency and through derivative financial instruments (see Note 12.3). In this context, the Company maintains investments in Group companies (Cellnex UK Limited and Cellnex Switzerland, AG) in foreign currency (Pound Sterling and Swiss francs) and maintains loans and other obligations in Pound Sterling and Swiss francs acting as natural investment coverage in those companies.

As of 31 December 2019, the Company maintained, on the one hand, loans in Swiss francs, which acted as natural coverage of net investment in Cellnex Switzerland, AG for CHF 639,525 thousand (with a default value of EUR 589,207 thousand) and, on the other hand, loans in sterling, acting as a natural hedge of net investment in Cellnex UK Limited amounting to GBP 282,152 thousand (with a default value of EUR 331,631 thousand).

As a result of the reorganization of the financial function explained in Note 8, some of these debts that the Company maintained as of 31 December 2019 have been subrogated by Cellnex Finance Company, S.A.U. In this sense, the Company and Cellnex Finance Company, S.A.U. with the aim of maintaining the coverage of foreign currency investments in the Company, which they previously maintained through natural coverage through the aforementioned foreign currency debts, have formalized a swap of foreign exchange (see Note 12.3) for a nominal of CHF 183,000 thousand and a value of EUR 170,011 thousand. In addition, the Company has contracted with third currency swaps that, together with debt issued in euros, act as natural coverage of foreign currency investments.

Finally, as of 31 December 2020, once the abovementioned restructuring has been considered, the Company maintains, on the one hand, euro obligations which, together with a swap in contracted currencies with a value of EUR 450,000 thousand and a value of GBP 382,455 thousand, act as a natural coverage of net investment in Cellnex UK Limited and, on the other hand, Swiss franc bonds amounting to CHF 285,000 thousand and a value of EUR 263,840 thousand acting as natural coverage of net investment in Cellnex Switzerland, AG. The interests accrued as of 31 December 2020 amount to CHF 1,799 thousand and a value of EUR 1,666 thousand.

12.1. Bond issues

The detail of the bonds and other financing instruments at 31 December 2020 and 2019 is as follows:

Thousands of Euros

31/12/2020

31/12/2019

Bond issues

Promissory notes and commercial paper

7,534,954 -

3,501,090 34

Bond issues and other loans

7,534,954

3,501,124

i) Euro Medium Term Note Programme - (EMTN) Programme

In May 2015, the Group formalized, through the Company, a Euro Medium Term Note Programme (EMTN Programme). This EMTN Programme was registered on the Irish Stock Exchange listed as Euronext Dublin and is renewed annually. As of 31 December 2020, this Program allows bonds totaling 10,000 million euros to be issued and the last renewal date was in May 2020.

In March 2016 Cellnex was added to the list of companies whose corporate bonds are eligible for the European Central Bank (ECB) Corporate Sector Purchase Programme (CSPP). Since May 2015 under the aforementioned EMTN programme, Cellnex has issued bonds aimed at qualified investments, according to the following details

2020

Issue Date

Duration

Maturity Date

Fitch / S&P rating

ISIN

Fixed Coupon payable per annum

Thousands of Euros

Amount of issue

Amount of issue at 31 December 2020

27/07/2015

10/08/2016

16/12/2016

18/01/2017

07/04/2017

03/08/2017

7 años

8 años

16 años

8 años

9 años

10 años

27/07/2022

16/01/2024

20/12/2032

18/04/2025

07/04/2026

03/08/2027

BBB-/BB+ BBB-/BB+ BBB-/NA BBB-/BB+ BBB-/NA BBB-/NA

XS1265778933

XS1468525057

XS1538787497

XS1551726810

XS1592492125

XS1657934714

3.13%

2.38%

3.88%

2.88%

Eur 6M+2.27%(1)

Eur 6M+2.20%

600,000

750,000

65,000

335,000

80,000

60,000

600,000

750,000

65,000

335,000

80,000

60,000

31/07/2019

20/01/2020

29/01/2020

26/06/2020

26/06/2020

17/07/2020

23/10/2020

10 años

7 años

7 años

5 años

9 años

5 años

10 años

31/07/2029

20/04/2027

18/02/2027

18/04/2025

26/06/2029

17/07/2025

14/10/2030

BBB-/NA BBB-/BB+ BBB-/NA BBB-/BB+ BBB-/BB+ BBB-/BB+ BBB-/BB+

XS2034980479

XS2102934697

CH0506071148

XS2193654386

XS2193658619

CH0555837753

XS2247549731

1.90%

1.0%

0.775%

2.88%

1.88%

1.1%

1.75%

60,500

450,000

171,265

165,000

750,000

92,575

1,000,000

60,500

450,000

171,265

165,000

750,000

92,575

1,000,000

4,579,340

4,579,340

(1)

Coupon hedged by Interest Rate Swaps. See section of derivative financial instruments.

Bond issuance during 2020

On 9 January 2020, the Company completed the pricing of an Euro-denominated bond issuance (with ratings of BBB- by Fitch Ratings and BB+ by Standard&Poor's) aimed at qualified investors for an amount of EUR 450,000 thousand, maturing in April 2027 and with a coupon of 1.0%. Simultaneously, the Group entered into several cross-currency swap agreements with reputable financial counterparties by which Cellnex lent the EUR 450,000 thousand received and borrowed the equivalent amount in GBP at an agreed exchange rate, enabling Cellnex to obtain approximately GBP 382,455 thousand at a cost of 2.2%. In addition, on 29 January 2020, the Group completed the pricing of a CHF-denominated bond issuance (with a rating of BBB- by Fitch Ratings) for an amount of CHF 185,000 thousand, maturing in February 2027 and with a coupon of 0.775%. On 16 June 2020, the Group completed the pricing of a dual-tranche Euro-denominated bond issuance (with ratings of BBB- by Fitch Ratings and BB+ by Standard&Poor's) aimed at qualified investors, including a tap of the bond maturing in April 2025 for an amount of EUR 165,000 thousand, and with an equivalent coupon of 1.4%; and a new bond for an amount of EUR 750,000 thousand, maturing in June 2029 and with a coupon of 1.875%. In addition, on 22 June 2020, the Group completed the pricing of a CHF-denominated bond issuance (with a rating of BBB- by Fitch Ratings) for an amount of CHF 100,000 thousand, maturing in July 2025 and with a coupon of 1.1%. On 14 October 2020, the Group completed the pricing of a Euro-denominated bond issuance (with ratings of BBB- by Fitch Ratings and BB+ by Standard&Poor's) for an amount of EUR 1,000,000 thousand, maturing in October 2030 and with a coupon of 1.75%.

The bond issuances in Swiss francs are listed on the Swiss Stock Exchange (SIX) and the euro issuances are listed on the Irish Stock Exchange (ISE).

2019

Issue date

Duration

Maturity date

Fitch / S&P rating

ISIN

Fixed coupon payable per annum

Thousands of Euros

Amount of issue

Amount of issue at 31 December 2019

27/07/2015

10/08/2016

16/12/2016

18/01/2017

07/04/2017

03/08/2017

7 years

8 years

16 years

8 years

9 years

10 years

27/07/2022

16/01/2024

20/12/2032

18/04/2025

07/04/2026

03/08/2027

BBB-/BB+ BBB-/BB+ BBB-/NA BBB-/BB+ BBB-/NA BBB-/NA

XS1265778933

XS1468525057

XS1538787497

XS1551726810

XS1592492125

XS1657934714

3.13%

2.38%

3.88%

2.88%

Eur 6M+2.27%(1)

Eur 6M+2.20%

600,000

750,000

65,000

335,000

80,000

60,000

600,000

750,000

65,000

335,000

80,000

60,000

31/07/2019

10 años

31/07/2029

BBB-/NA

XS2034980479

1.90%

60,500

60,500

1,950,500

1,950,500

(1)

Coupon hedged by Interest Rate Swaps. See section of derivative financial instruments.

The bond issues have certain associated costs, customary in this type of transactions such as arrangement expenses and advisors' fees, which amounted to EUR 59,175 thousand as of 31 December 2020 (EUR 16,321 thousand as of 31 December 2019), which the Company defers over the life of the bonds and are taken to the income statement following a financial criteria. In this regard, an amount of EUR 88,401 thousand and EUR 38,602 thousand was deducted from bond issues in the balance sheet as of 31 December 2020 and 2019, respectively.

The arrangement expenses and advisors' fees accrued in the income statement for the year ended 31 December 2020 in relation to the bond issues amounted to EUR 9,376 thousand (EUR 5,619 thousand as of 31 December 2019).

Convertible bonds issue

The Company has issued the Convertible Bonds described in the table below, all of them addressed to qualified investors:

2020

IssueInitial DurationMaturityFitch / S&P ratingISINCoupon rate

Balance as at 31 December 2020 (Thousands of

Euros)

16/01/2018 21/01/2019 25/06/2019

  • 8 years

    • 16/01/2026 BBB-/NA

      • XS1750026186 1.50%

  • 7 years

    • 16/01/2026 BBB-/NA

      • XS1750026186 1.50%

  • 9 years

  • 25/07/2028 BBB-/NA

    • XS2021212332 0.50%

      • 20/11/2020 11 years

  • 20/11/2031 BBB-/NA

  • XS2257580857 0.75%

558,469 183,964 823,711 1,400,343

TOTAL

2,966,487

The 2020 Convertible Bond

In November 2020, the Company issued new senior unsecured convertible bonds (the "2020 Convertible Bond") and together with the Original Convertible Bonds and the 2019 Convertible Bond, the "Convertible Bonds"). The underlying number of Shares of the 2020 Convertible Bond is equivalent to c.3.2% of the Company's share capital as of the issue date. Bondholders may request Cellnex to repurchase the 2020 Convertible Bond (i) in the event of a change of control of the Company; or (ii) in the event that a tender offer is made with respect to the Shares which leads to a change of control of Cellnex.

The 2020 Convertible Bond has a coupon of 0.75% per annum of the notional amount payable annually in arrears. Cellnex may opt to redeem all (but not part) of the 2020 Convertible Bonds on or after 11 December 2028, if the market value of the underlying Shares per EUR 100,000 of principal amount of the Convertible Bonds exceeds 150% of the accreted principal amount of the 2020 Convertible Bonds during a specific period of time or, at any time, if more than 85% of the aggregate principal amount of the 2020 Convertible Bonds has been converted and/or redeemed and/or purchased and cancelled. The 2020 Convertible Bonds will reach maturity in November 2031 and are rated BBB- by Fitch. Any 2020 Convertible Bonds which have not been previously converted, redeemed or repurchased and cancelled by then, will be redeemed in full at a redemption price equal to 107.37% of their principal amount, implying a yield to maturity of 1.375% per annum.

The initial conversion price of the 2020 Convertible Bond was EUR 97.07, which represented a premium of 70% over the placement price per existing Share, determined pursuant to a simultaneous placement of existing Shares on behalf of certain subscribers of the 2020 Convertible Bond, who wished to sell these existing Shares to purchasers in order to hedge their market risk with respect to the 2020 Convertible Bonds, and was subject to customary adjustments. As a result of the agreed redemption price, the effective conversion price is EUR 104.2241.

These convertible bonds have been treated as a compound instrument and have been split into its two components: a debt component amounting EUR 1,398 million, corresponding to the present value of the coupons and principal discounted at the interest rate of a bond, with same nominal amount and maturity, without the convertibility option; and an equity component, for the remaining amount, due to the bondholder option to convert into shares, included in the heading "Other equity instruments".

IssueInitial DurationMaturityFitch / S&P ratingISINCoupon rate

Balance as at 31 December 2019 (Thousands of

Euros)

16/01/2018 21/01/2019 25/06/2019

  • 8 years

    • 16/01/2026 BBB-/NA

      • XS1750026186 1.50%

  • 7 years

    • 16/01/2026 BBB-/NA

      • XS1750026186 1.50%

  • 9 years

  • 25/07/2028 BBB-/NA

  • XS2021212332 0.50%

550,940 181,079 810,168

TOTAL

1,542,187

Convertible bonds issuances during 2019

In January 2019, the Company resolved to carry out an additional tap issuance of senior unsecured convertible bonds, under the same terms and conditions applicable to the 2018 Convertible Bond, which consolidated and currently forms a single series with it (the "Additional Convertible Bond" and, together with the 2018 Convertible Bond, the "Original Convertible Bonds"). The underlying number of Shares of the Original Convertible Bonds is equivalent to c.5.2% of the Company's share capital adjusted to take into account the share capital increases executed on 25 March 2019, 5 November 2019 and 17 August 2020.

The Original Convertible Bonds carry a coupon of 1.5% of the notional amount payable annually in arrears (resulting in an implied yield to maturity of approximately 1.45%). Cellnex may opt to redeem all (but not part) of the Original Convertible Bonds on or after 18 July 2022, if the market value of the underlying Shares per EUR 100,000 of principal amount exceeds EUR 130,000 during a specified period of time, or, at any time, if more than 85% of the aggregate principal amount of the Original Convertible Bonds has been converted and/or redeemed and/or purchased and cancelled. The Original Convertible Bonds will reach maturity in January 2026 and are rated BBB-by Fitch. Any Original Convertible Bonds which have not been previously converted, redeemed or repurchased and cancelled by then, will be redeemed in full at a redemption price equal to 100% of their principal amount, implying a yield to maturity of 1.5% per annum. Bondholders may request Cellnex to repurchase the Original Convertible Bonds (i) in the event of a change of control of the Company; or (ii) in the event that a tender offer is made with respect to the Shares which leads to a change of control of Cellnex.

Furthermore, in July 2019, Cellnex issued additional senior unsecured convertible bonds (the "2019 Convertible Bond"). The underlying number of Shares of the 2019 Convertible Bond is equivalent to c.3.5% of the Company's share capital adjusted to take into account the share capital increase executed on 5 November 2019 and 17 August 2020. Bondholders may request Cellnex to repurchase the 2019 Convertible Bond (i) in the event of a change of control of the Company; (ii) in the event that a tender offer is made with respect to the Shares which leads to a change of control of Cellnex; or (iii) on 5 January 2027.

The 2019 Convertible Bond has a coupon of 0.5% of the notional amount payable annually in arrears. Cellnex may opt to redeem all (but not part) of the 2019 Convertible Bonds on or after 26 July 2026, if the market value of the underlying Shares per EUR 100,000 of principal amount of the Convertible Bonds exceeds 150% of the accreted principal amount of the 2019 Convertible Bonds during a specific period of time or, at any time, if more than 85% of the aggregate principal amount of the Original Convertible Bonds have been converted and/or redeemed and/or purchased and cancelled. The 2019 Convertible Bonds will reach maturity in July 2028 and are rated BBB- by Fitch. Any 2019 Convertible Bonds which have not been previously converted, redeemed or repurchased and cancelled by then, will be redeemed in full at a redemption price equal to 108.57% of their principal amount, implying a yield to maturity of 1.40% per annum.

These convertible bonds have been treated as a compound instruments and have been split into its two components: a debt component amounting EUR 982 million euros, corresponding to the present value of the coupons discounted at the interest rate of a bond, with same nominal amount and maturity, without the convertibility option; and an equity component, for the remaining amount, due to the bondholder option to convert into shares, included in the heading "Other equity instruments".

The Convertible Bonds are listed on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

Clauses regarding changes of control

The Terms and Conditions of the bonds to be issued under the EMTN Programme and of the Convertible Bonds include a change of control put clause, at the option of bondholders, which could result in its early repayment.

For the bonds issued under the EMTN Programme, the put option can only be triggered if a change of control event occurs and there is a rating downgrade caused by the change of control event (as defined in the Terms and Conditions of the EMTN Programme). For the Convertible Bond, the put option can only be triggered if a change of control occurs or if a tender offer triggering event occurs (as defined in the Terms and Conditions of the Convertible Bonds).

Under the EMTN Programme and the Convertible Bonds, a "change of control event" is defined as the acquisition of more than 50% of the voting rights in respect of Cellnex or the right to appoint or dismiss all or the majority of the members of the Board of Directors of Cellnex.

Bonds obligations and restrictions

As at 31 December 2020, Cellnex had no restrictions regarding the use of proceeds from its bond offerings, had not provided any collateral for any obligations in connection with its outstanding bonds and the bonds ranked pari passu with the rest of Cellnex's unsecured and unsubordinated borrowings.

ii) Euro-Commercial Paper Programme - (ECP) Programme

In June 2018 Cellnex established an Euro-Commercial Paper Programme (the "ECP Programme") with the Irish Stock Exchange, plc. trading as Euronext Dublin, which was renewed in June 2020. The ECP Programme has a limit of EUR 500 million or its equivalent in GBP, USD and CHF. As of 31 December 2020, and 2019, there were no amounts drawn down in euros under the ECP Programme nor in GBP or CHF.

Bonds obligations and restrictions

As at 31 December 2020 and 2019, the Company had no restrictions regarding the use of capital resources nor had it guarantees and the bonds rank pari passu with the rest of the unsecured and unsubordinated borrowings.

Bond issuances, which are traded on active markets, are valued in EUR 8,426 thousand, based on market prices at the corresponding closing date.

12.2. Loans and credit facilities

As of 31 December 2020, the Company has transferred all debt to credit institutions to the Group Company Cellnex Finance Company, S.A.U. (see Note 8).

As of 31 December 2019, the total limit of loans and credit facilities available was EUR 4,600,867 thousand, of which EUR 2,513,330 thousand in loans and EUR 2,087,537 thousand in credit facilities.

On 2 July 2019 the Company signed a EUR 100 million loan with the Spanish Official Credit Institute (ICO) to finance the Group's international expansion. The loan with ICO has a final maturity of twelve years, including a two-year interest-only period, from the date of signature.

On 17 July 2019 the Company signed a total of EUR 2,100 million financing with a pool of banks to increase its liquidity position and to finance some Group expansion investments. The financing consists of the following two facilities agreements:

i) A syndicated loan of CHF 183,000 thousand, which mainly replaced the CHF 190,000 thousand facility while extending the maturity until 2024, and

ii) a syndicated facilities agreement consisting of a EUR 1,500,000 thousand multicurrency revolving credit agreement, refinancing existing EUR 500,000 thousand revolving credit facility and a new CHF 450,000 thousand term loan to fund the equity contribution into Cellnex Switzerland to finance the acquisitions in Switzerland and to refinance partially the existing CHF 190,000 thousand facility.

On 5 November 2019 the Company signed a GBP 2 billion financing consisting of a GBP 1,400,000 thousand term loan facility for the benefit of Cellnex Telecom with a maturity of up to 3 years and a GBP 600,000 thousand term loan facility for the benefit of Cellnex UK Limited (Sole proprietorship 100% owned by Cellnex Telecom, S.A.), guaranteed by Cellnex Telecom, with a 5-year bullet maturity to finance acquisitions in UK. As of 31 December 2020, the GBP 600,000 thousand term loan facility was completely drawn and the GBP 1,400,000 thousand term loan facility was cancelled.

During the year ended 31 December 2019, the Company had amended certain credit facilities for a total of EUR 370,000 thousand and GBP 100,000 thousand to extend its maturities and reduce margins.

Clauses regarding changes of control

The loans and credit facilities maintained by the Company in 2019, included an early termination clause for change of control, either by the acquisition of more than 50% of the shares with voting rights or by obtaining the right to appoint or dismiss the majority of the members of the Board of Directors of the Company.

Loans and credit facilities obligations and restrictions

As at 31 December 2020 and 2019, the Company has no restrictions regarding the use of capital resources derived from the loans and credit facilities.

Security interests and other covenants and undertakings

As of 31 December 2020, the Company acts as guarantor in relation to the financing agreements provided by Cellnex Finance Company, S.A.U. for an equivalent value in euros of EUR 601,111 thousand, as well as in relation to the EMTN programme established by Cellnex Finance Company, S.A.U. in November 2020 and the loan amounting to GBP 600 million signed by Cellnex UK Limited. In addition, the Company acts as guarantor in relation to the issuance of bonds completed by the group company Cellnex Finance Company, S.A.U. dated February 15, 2021, for a total amount of EUR 2,500 million.

As of 31 December 2020, the Company acts as guarantor in relation to the undrawn credit facility provided by Cellnex Finance Company, S.A.U. for an amount of 10,000 million euros.

The Company is guarantor in relation to the put option contract with Altice France, S.A.S. for an amount of EUR 5,200 million (see Note 19).

In this respect, there are no obligations or financial ratios associated with guaranteed financing agreements that may result in liabilities being immediately claimable by the lender at the date of these annual accounts.

12.3 Derivative financial instruments

The detail of the fair value of the derivative financial instruments at 31 December 2020 and 2019 is as follows:

Thousands of Euros

31/12/2020

31/12/2019

Assets

Liabilities

Assets

Liabilities

Interest rate swaps:

Cash Flow hedges

Interest rate and/or cross currency swaps :

Hedges of a net investment in a foreign operation

- 6,723

(5,072)

-

- -

(3,794)

-

Derivative financial instruments

6,723

(5,072)

-

(3,794)

Interest rate and/or cross currency swaps:

Cash flow hedges

Hedges od a net investment in a foreign operation

- 6,723

(4,907) -

- -

(3,593) -

Non-current

6,723

(4,907)

-

(3,593)

Current

-

(165)

-

(201)

The Company uses, in addition to the natural hedges described in Note 12, interest rate swaps and exchange rate swaps, in accordance with the financial risk management policy described in Note 5.

The following are the financial instruments derived as of 31 December 2020 and 2019, by type of swap, indicated, their notional or contractual values, their expiration dates and their fair values:

2020

Thousand euros

31/12/2020

National amount

2021

2022

2023

2024

2025

Years after

Net fair value (*)

Interest rate Swaps:

Cash flow hedges

80.000

(959)

(976)

(952)

(911)

(864)

(369)

(4,907)

Interest rate and/or cross currency swaps:

Hedges of a net investment in a foreign operation

620,011

(5,930) (4,549) (4,517)

(5,077) (4,762)

31,436

6,723

Total

700,011

(6,889) (5,525) (5,469)

(5,988) (5,626)

31,067

1,816

(*) The difference between the future cash flows and the derivative financial instruments net fair value, corresponds to the bilateral credit risk adjustment.

2019

Thousand euros

31/12/2019

National amount

2020

2021

2022

2023

2024

Years after

Net fair value (*)

Interest rate swaps:

Cash Flow hedges

80.000

(838)

(779)

(687)

(574) (456)

(549)

(3,593)

Total

80.000

(838)

(779)

(687)

(574) (456)

(549)

(3,593)

(*) The difference between the future cash flows and the derivative financial instruments net fair value, corresponds to the bilateral credit risk adjustment.

Interest rate swaps

Bond issued in April 2017 amounting to EUR 80 million and due in April 2026 have been covered by interest rate swaps that convert the interest rate on variable-to-fixed bond (see Note 12). The total amount and maturity of interest rate swaps match those of the underlying bond. By contracting these interest rate swaps, the resulting fixed interest rate in the EUR 80 million issue is 2.945%.

Interest rate swaps and/or exchange rates in various currencies

During the 2020 financial year, the following operations were carried out:

  • i) The Company contracted a Cross Currency Swap ("CCS") amounting to EUR 450 million and a sterling value of GBP 382 million, which has been designated together with the bond issue of EUR 450 million bond (see Note 12), as natural hedge of the net investment in Cellnex UK.

  • ii) The Company contracted three Cross Currency Swaps ("CCS") for a total amount of USD 328 million and an equivalent total euro value of EUR 300 million to hedge three deposits for a total amount of USD 328 million (see Note 11). As of 31 December 2020, these three CCS were cancelled.

  • iii) The Company formalized a Cross Currency Swap ("CCS") amounting to CHF 183 million (EUR 170,011 thousand) with Cellnex Finance Company, S.A. The arrangement of the derivative financial instrument was carried out with the aim of obtaining natural hedge in the foreign currency investment in Cellnex Switzerland when the debt was transferred to Cellnex Finance with the reorganization of the Group's financial structure (see Notes 8 and 17.3).

  • iv) In addition, the Company designated cash acquired in sterling in the amount of GBP 1,200 million to cover disbursement in connection with the investment commitment acquired in October 2019 for the acquisition of On Tower Uk, Ltd., which was completed on 8 July 2020 (see Note 8). Cash acquired in sterling was classified as a hedging in compliance with the requirements for such classification since, interless other things, that investment commitment was linked to a highly likely transaction at the time of acquisition of the currencies. Consequently, the euro-pound conversion differences amounting to EUR 4,422 thousand (EUR 3,316 thousand without taking into account the tax effect) have been recognized under the caption "Valuation adjustments" of the accompanying balance sheet.

12.4 Other financial liabilities

The caption "Other non-current financial liabilities" corresponds to the outstanding balance for the purchase of companies made by the Company.

In the context of the acquisition of OMTEL, Estruturas de Comunicacaoes (see Note 8), this caption includes the current value of the outstanding amount of the total acquisition price, amounting to EUR 570 million, to be paid on 31 December 2027 or if certain cases of non-compliance ("certain events of default") materialize, whichever comes first. The amount of the previous deferred payment is updated to its present value at anannual market discount rate of 2.65% at each period end. As of 31 December 2020, the present value of the deferred payment was EUR 475,836 thousand. For its part, the impact under the caption "Financial expenses" of the corresponding accompanying profit and loss account for the year amounted to EUR 13,452 thousand.

In addition, arising from the acquisition of Ukkoverkot Oy (see Note 8) a financial liability has been recorded at the current value of the variable price of EUR 10,500 thousand, which will be paid if certain established compliances materialize, with EUR 4,500 thousand in 2023 and EUR 6,000 thousand in 2025.

The caption "other financial liabilities" corresponds to the outstanding balance with fixed asset suppliers as a result of the acquisitions of fixed assets undertaken by the Company during the current year (see Notes 6 and 7)

12.5 Corporate rating

As of 31 December 2020, Cellnex Telecom holds a long-term "BBB-" (Investment Grade) rating with a stable outlook, granted by the international credit agency Fitch Ratings Ltd as confirmed by a report issued on 15 April 2020, and a long-term "BB+" with a stable outlook, granted by the international credit agency Standard & Poor's Financial Services LLC, confirmed in the report issued on 17 November 2020.

13. Income tax and tax situation

13.1. Tax-related disclosures

Since the year 2015, Cellnex Telecom, S.A.is taxed under the tax consolidation regime, for the purposes of Corporate Tax, being the Parent Company of the Tax Group, the subsidiaries of which are composed of investees at least 75-owned by it and with tax residence in Spain. The subsidiaries companies included in the tax consolidation group in 2020 are the following: Cellnex Telecom España, S.L.U., Retevisión I, S.A.U., Tradia Telecom, S.A.U., On Tower Telecom Infraestructuras, S.A.U. Gestora del Espectro, S.L. Xarxa Oberta de Catalunya, S.A., Zenon Digital Radio, S.L. and Cellnex Finance Company, S.A.U.

During the year 2016, the Company became the parent company of a new tax consolidation group for the purposes of the Value Added Tax in Spain.

Status of inspections and litigation

The Company has pending verification of all taxes not legally prescribed. In relation to Corporate Tax, the years that are pending verification are from the year 2017 onwards. Due to interpretative differences of the current fiscal regulations applicable to some operations, fiscal liabilities of a contingent nature of difficult objective quantification could be revealed in the future. In any case, the consequences that could arise should not significantly affect the annual accounts of the Company.

On 3 July 2018, the Company received notice of initiation of tax audit for the concepts Corporate Income Tax (consolidated group), corresponding to the 2015 and 2016 fiscal years, and Value Added Tax, corresponding to the periods between April and December 2015 (individual) and 2016 (VAT group).

On 12 June 2020, tax records were issued in accordance with corporation tax for the years 2015 to 2018. For 2015 and 2016, the minutes are final. For 2017 and 2018, the minutes are provisional, since the inspection procedure merely verified basically the correct application of the reduction of income from the transfer of certain intangible assets. The total amount resulting from the taxes payable for the Company amounted to EUR 1,177 thousand and has been recorded in reserves. The Company's Administrators have considered that the criteria applied by the tax authorities do not have a significant impact on the years open to inspection.

Also, on 9 June 2020 unaccepted tax reassessments were communicated in respect of VAT. The proposed assessment amounted to EUR 2,413 thousand. The reason for the reassessment was the different interpretation of the financial activity carried out and how this affects the deductibility of certain items.

The allegations put forward by the Company were not accepted and on 22 December 2020 final assessments were communicated. In January 2021 the Company has appealed the final assessments before the Economic-Administrative Court and requested for the adjournment of the assessments by granting a bank guarantee to the Spanish Tax Authorities.

In all cases, the inspection authorities have considered the Group's approach to be reasonable and have expressly stated that no sanctions will be proposed.

The Company considers that there were no significant impacts arising from the tax audit, nor possible significant interpretative differences in tax legislation

13.2. Current balances with public authorities

Details of current balances with public authorities are as follows: Receivables

Thousands of Euros

31/12/2020

31/12/2019

Corporate tax refundable VAT refundable

1,828 143

1,674 44,544

Total

1,971

46,218

The balance owed by Corporation Tax as of 31 December 2020 corresponds, mainly, to the split payments made during the 2020 financial year by the Consolidation Group. The debtor balance for VAT as of 31 December 2020 corresponds to unevenated input VAT. The vat debtor balance as of 31 December 2019 corresponded mainly to the amount of VAT requested to be refunded by the Group in the December self-rental, amounting to EUR 42,714 thousand.

Payables

Thousands of Euros

31/12/2020

31/12/2019

VAT payable

Personal Income tax withholdings Social security taxes payable

3,355 509 162

- 1,063 112

Total

4,026

1,175

The VAT credit balance as of 31 December 2020 corresponds to the amount of VAT payable by the Group in the order for the amount of December in the amount of EUR 3,355 thousand.

13.3. Reconciliation between net accounting income and taxable income

Reconciliation between net accounting income and taxable income for income tax purposes is as follows:

2020

Thousands of Euros

Increases

Decreases

Total

Net accounting income for the period

Income tax for the period

Permanent differences:

Donations

Dividends (Note 15.1) Issue of equity instruments Income attributed to equity

Temporary differences: Non-deductible financial expenses Remuneration Provisions

Equity instruments remuneration Other

(69,195)

211 - - 3,236 29,632 7,472 - -

- (92,212) (81,541)

-

- (6,207) (1,566) (337)

(53,012)

211

(92,212)

(81,541)

3,236

29,632 1,265 (1,566) (337)

Taxable income

40,551

(177,752)

(263,519)

2019

Thousands of Euros

Increases

Decreases

Total

Net accounting income for the period

Income tax for the period

Permanent differences:

Donations

Dividends (Note 15.1) Issue of equity instruments

Temporary differences: Non-deductible financial expenses Remuneration Provisions

7,415

41 - - 63,236 10,025

- (126,435) (82,265)

- (2,096)

(39,661)

41 (126,435) (82,265)

63,236 7,929

Taxable income

73,302

(210,796)

(169,740)

.

In the 2020 and 2019 financial years, dividends from group companies in fiscal consolidation and the costs of issuing equity instruments that have been eliminated for the determination of the tax base are considered as permanent differences.

The temporary differences correspond mainly to the amounts provided during the financial year related to the Long-Term Incentive Plan and the exceptional delivery of shares to employees which are not deductible untilthe time of payment of the employees (see Note 16.4), as well as the amount of non-deductible financial expenses of the Tax Consolidation Group in the 2020 financial year.

13.4. Reconciliation between net accounting income and income tax expense

The standard income tax rate for 2020 and 2019 is 25%.

Reconciliation between net accounting income and income tax expense is as follows:

Thousands of Euros

2020

2019

Profit (Loss) before tax Theoretical tax

Impact on tax expense from (permanent differences):

Donations

Dividends (Note 15.1) Shares to employees Deductions

(122.207)

30.552

(53) 23,053 (808) 224

(32,246)

8,062

(10) 31,609 - -

Income tax expense for the year

52,968

39,661

Other tax effects

44

-

Income tax expense

53,012

39,661

13.5. Breakdown of income tax expense

The main items of income tax expense in the year are as follows:

Thousands of Euros

2020

2019

Current tax Deferred tax

Previous years tax/others

45,719 7,249 44

21,869 17,791 1

Income tax expense

53,012

39,661

Tax withholdings and prepayments totalled EUR 271 thousand (EUR 1 thousand in 2019)

13.6. Deferred taxes

The balance of the recognised deferred assets and liabilities, as well as their movement during the financial year, was as follows:

Thousands of Euros

31/12/2020

31/12/2019

At 1 January

Debits/ (Credits) in income statements Debits/ (Credits) in equity

34,661 48,267 1,727

7,103 26,746 812

At 31 Decemeber

84,655

34,661

Thousands of Euros

2020

2019

(Debits)/Credits in income statements Deferred tax assets (Debits)/Credits in equity Deferred tax assets

48,267 1,727

26,746 812

Total

49,994

27,558

The breakdown of the deferred taxes is as follows:

Thousands of Euros

31/12/2020

31/12/2019

Tax credits for negative tax bases

46,015

11,326

Non deductible financial expense Tax credits for deductions

23,010 8,441

15,809 2,162

Employee Benefit obligations

3,792

3,817

Derivative financial instruments

1,227

899

Hedge linked to a highly likely transaction in foreign currency

1,105

-

Convertible Bond

752

459

Others

313

189

Total deferred tax assets

84,655

34,661

The deferred tax assets indicated above were recognised in the balance sheet because the Company's Directors considered that, based on their best estimate of the Company's future earnings, it is probable that these assets will be recovered.

In addition, during the 2020 and 2019 financial year, the Company recorded a deferred tax asset for the non-deductibility of the financial expense of companies, as head of the Spanish Tax Group amounting to EUR 7,201 and EUR 15,809 thousand, respectively.

Also, during the 2020 financial year, the Company has activated credits on negative tax bases amounting to EUR 34,689 thousand (EUR 6,727 thousand during the 2019 financial year), as head of the Fiscal Consolidation Group.

Expected schedule for reversal the deferred tax assets and liabilities

In most cases, the use of the Company's deferred tax assets and liabilities is conditional upon the future performance of the business activities, the tax regulations of the country in which it operates, and the strategic decisions to which it may be subject. Under the assumption used, it is estimated that the deferred tax assets and liabilities recognised in the balance sheet at 31 December 2020 and 2019 will be used as follows:

Thousands of Euros

2020

2019

Temporary differences

Deferred tax assets

Less than one year More than one year

802 83,853

1,171 33,490

At 31 December

84,655

34,661

14. Foreign currency balances and transactions

The detail of the most significant balances and transactions in foreign currency, valued at the year-end exchange rate and the average exchange rates for the year, respectively, is as follows:

Thousands of Euros

2020

2019

Other assets Accounts receivable

Loans received Accounts payable

Services rendered Services received

2,440,000

1,056

756,936

779

2,902

15,196

899,779

267

957,285

612

558

13,008

The breakdown of the exchange differences recognised in 2020 and 2019, by type of financial instrument, is as follows:

Thousands of Euros

Transactions settled during the year

2020

2019

Other payables

(8,312)

672

Total

(8,312)

672

15. Revenue and expenses

15.1. Revenue

Revenue in 2020 and 2019 was as follows:

Thousands of Euros

2020

2019

Dividends (Note 17.3)

Interest income (Note 17.3)

92,212 37,955

126,435 6,595

Total

130,167

133,030

"Interest income" was generated by the Company's cash pooling operation with Group companies and by the loans to these companies (see Note 17.3). The interest rate stipulated in these operations is the market rate.

  • 15.2. Other operating income

    "Other operating income" chiefly relates to services rendered to Group companies as management fees as well as the re-invoicing of expenses related to the building's rental and supply costs and other costs (see Notes 16.3 and 17.3).

  • 15.3. Staff costs

    The detail of staff costs is as follows:

    Thousands of Euros

    2020

    2019

    Wages and salaries Compensation

    Social Security contributions Other employee benefit costs

    20,885 456 1,483 1,846

    24,923 12 962 1,408

    Staff costs

    24,670

    27,305

    The average number of employees at the Company at the end of the 2020 and 2019, broken down by job category and gender, is as follows:

2020

2019

Male

Female

Total

Male

Female

Total

Chief Executive Officer Senior management

Other executives, senior and middle management

Other employees

1 5 22 39

- 1 4 28

1 6 26 67

1 6 13 26

- - 3 15

1 6 16 41

Total

67

33

100

46

18

64

The number of employees at the Company in 2020 and 2019, broken down by job category and gender, was as follows:

2020

2019

Male

Female

Total

Male

Female

Total

Chief Executive Officer Senior management

Other executives, senior and middle management

Other employees

1 5 25 45

- 1 4 32

1 6 29 77

1 6 18 31

- - 4 21

1 6 22 52

Total

76

37

113

56

25

81

The average number of employees at the Company with a level of disability of 33% or above in 2020 and 2019 was zero.

At the end of 2020, the Board of Directors is composed of seven male Directors and four female Directors (eight male Directors and four female Director at the end of 2019).

15.4. Other operating expenses

The detail of "Other operating expenses" on the income statement is as follows:

Thousands of Euros

2020

2019

Leases and royalties

Independent professional services Advertising, publicity and public relations Other external services

3,143 27,336 8,613 19,118

3,327 19,942 2,856 22,840

Total external services

58,210

48,965

15.5. Net financial profit/loss

The breakdown of financial income and costs by item is as follows:

Thousands of Euros

2020

2019

Income

Expense

Income

Expense

Finance income and interest from third parties Finance expenses and interest from third parties

Finance expenses and interest from Group and Associates (Note 17.3)

Change in fair value of financial instruments Exchange differences

591 - - 10,096 21,755

-

(182,235)

(1,367)

(12,740)

(30,067)

50 - - (142.848) (23.510)

-

(108.120)

(482)

(146.299)

(6.769)

32,442

(226,409)

(150.339)

(261.670)

Financial Profit/loss

(193,967)

(111,331)

The change in fair value of financial instruments for 2020 and 2019 is as follows:

Thousands of Euros

2020

2019

Gain/(Loss) on hedges

(2,644)

(3,451)

(2,644)

(3,451)

This item includes mainly the net impact deriving from the accounting treatment of net investments in foreign operations as hedges (see Note 12.3).

16. Commitments and obligations

  • 16.1. Contingent liabilities

    At 31 December 2020 the Company had guarantees with third parties amounting to EUR 69,139 thousands (EUR 49,202 thousands in 2019) (see Note 16.5).

  • 16.2. Purchase commitments

    The Company is a guarantor of the acquisition operations committed by the Group as well as the deployment of future sites. As of 31 December 2020, the main purchase commitments correspond to the operations with CK Hutchison Holdings and the acquisition of Iliad Poland, amounting to EUR 7,800 million and EUR 828 million, respectively. The committed investment in the future deployment of sites and other initiatives amounts to EUR 1,400 million and EUR 390 million, respectively.

    In addition, the Company has purchase commitments for fixed material and intangible amounting to EUR 10 thousand and EUR 0 thousand, respectively (EUR 556 thousand and EUR 531 thousand respectively in 2019).

  • 16.3. Operating lease commitments

    The Company leases spaces, equipment and vehicles under operating leases.

    Most of the leases are for one year and have a renewable option at expiry under market terms. In some cases, the lease term is greater than one year, also with renewal options.

    Total future minimal rentals payable under operating leases are recurring, as all the current leases are considered to be essential for the Company's operations.

    The detail of operating lease payments undertaken by the Company is as follows:

    Minimum operating lease payments

    Thousands of Euros

    2020

    2019

    Within one year 1 to 5 years More than 5 years

    2,389 11,153 14,498

    2,367 4,865 1,665

    Total

    28,040

    8,897

    On 20 July 2015 a contract was signed between Parc Logístic de la Zona Franca, S.A. and the Company for the provision of corporate building management services, which included the lease of the company offices at

Parc Logístic de la Zona Franca, Barcelona, for a period of 6 years. The rent paid in 2020 was EUR 1,772 thousand (EUR 1,748 thousand in 2019).

On 11 April 2019, a contract was signed between Iberdrola Inmobiliaria Patrimonio, S.A.U. and the Company for the provision of corporate building management services, understood by them, the rental of corporate offices of Torre Llevant in the Zona Franca (Barcelona), lasting 15 years.

The Torre Llevant building is currently under construction, and it is estimated that the delivery will take place on the 1 June 2021.

16.4. Employee benefit obligations

ILP (2017-2019)

As described in note 4.5, based on the best possible estimation of the related liability and taking into consideration all the available information, the Company had recorded a provision of EUR 3,455 and EUR 2,304 thousand in the line "Staff" and "Other equity instruments" of the accompanying balance sheet. Therefore, the impact on the income statement attached to the closing of the 2019 financial year amounted to EUR 3,800 thousand.

ILP (2018-2020)

As described in note 4.5, based on the best possible estimation of the related liability and taking into consideration all the available information, the Company has recognised a provision of EUR 2,569 thousand and EUR 2,675 thousand for this item in "Staff" and "Other equity instruments" of the accompanying balance sheet as at 31 December 2020 (EUR 1,672 and EUR 1,733 for this item in "non-current provisions" and "Other equity instruments" of the accompanying balance sheet as at 31 December 2019). Therefore, the impact on the income statement attached to the closing of the 2020 financial year amounted to EUR 1,839 thousand (EUR 1,717 thousand as at 31 December 2019).

ILP (2019-2021)

As described in Note 4.5, the Company, on the basis of the best possible estimate of the obligation associated with that plan and taking into account all available information, as of 31 December 2020 the Company has recorded a provision of EUR 4,526 thousand under the caption "Other equity instruments" of the accompanying balance sheet (EUR 2,133 thousand at the end of 2019). Therefore, the impact on the income statement attached at the end of the 2020 financial year amounts to EUR 2,393 thousand (EUR 2,133 thousand at the end of 2019).

ILP (2020-2022)

As described in note 4.5, based on the best possible estimation of the related liability and taking into consideration all the available information the Company has recognised a provision of EUR 1,997 thousand euros for the item in "Other equity instruments" of the accompanying balance as at 31 December 2020.

16.5. Other Contingencies

On 19 May 2009, the Board of the National Commission on Markets and Competition (CNMC) imposed a fine of EUR 22.7 million on Cellnex Telecom, S.A. (formerly Abertis Telecom, S.A.U.) for abusing its dominant position in the Spanish market for transmitting and broadcasting TV signals, pursuant to article 2 of the Competition Act and article 102 of the Treaty on the Functioning of the European Union. The Company filed an appeal for judicial review with the National Appellate Court against the CNMC fine, which was dismissed in the judgement passed on 16 February 2012. This judgement was appealed to the Supreme Court on 12 June 2012. On 23 April 2015 the appeal was resolved, upholding the appeal and annulling the decision of the CNMC with regard to the amount of the fine, ordering the current CNMC to recalculate that amount in accordance with the provisions of law 16/89. The CNMC has issued its decision recalculating the aforementioned amount, reducing it to EUR 18.7 million and this decision was appealed against in the National High Court on 29 September 2016. Based on the opinion of its legal advisers, at 31 December 2020 Retevisión-I, SAU has recorded a provision under "non-current provisions and other liabilities" of the balance sheet for a total of EUR 18.7 million (EUR 18.7 million at the close of 2019).

On 8 February 2012, the Board of the National Commission on Markets and Competition (CNMC) imposed a fine of EUR 13.7 million on Cellnex Telecom, S.A. (formerly Abertis Telecom, S.A.U.) for having abused its dominant position, pursuant to article 2 of the Competition Act and article 102 of the Treaty on the Functioning of the European Union. The company allegedly abused its dominant position in wholesale service markets with access to infrastructure and broadcast centres of Cellnex for broadcasting DTT signals in Spain, and retail service markets for transmitting and distributing DTT signals in Spain by narrowing margins. On 21 March 2012, the Company filed an appeal for judicial review against the decision of the CNMC with the National Appellate Court, also requesting a delay of payments with regard to the fine until the court passes a ruling on this matter. This delay was granted on 18 June 2012. On 20 February 2015 the National Appellate Court partially upheld the appeal, ordering the CNMC to recalculate the fine as it considered that the criteria used at the time by the CNMC were not appropriate. Notwithstanding the foregoing, on 26 May 2015, an appeal was filed with the Supreme Court against the judgement of the National Appellate Court on the grounds that it is not only about the recalculation of the amount but also that the Company did not break any competition rules.

On 23 March 2018, the Supreme Court issued a judgment dismissing the appeal, and is awaiting the return of the file to the CNMC for the recalculation of the sanction. Cellnex Telecom, S.A. filed a nullity incident, which was dismissed on 19 July 2018. On 10 October 2018, Cellnex Telecom, S.A. filed an appeal with the Constitutional Court against the ruling. On 13 February 2019 the Constitutional Court dismissed Cellnex Telecom, S.A.'s appeal. Following the corresponding calculation procedure, the CNMC has ruled that the amount of the fine should not be amended. Cellnex Telecom, S.A., has filed an appeal against such decision. The original guarantee was provided on 4 February 2020. With regard to these proceedings, the provision recognised, by the Company's Directors based on the opinion of their legal advisers, amounted to EUR 13.7 million under "non-current provisions and other liabilities" of the balance sheet of Retevision-I, S.A.U. at 31 December 2020 (EUR 13.7 million at 31 December 2019).

Because of the spin-off of Abertis Telecom S.A.U. (now Abertis Telecom Satélites, S.A.U.) on 17 December 2013, Cellnex Telecom, S.A. assumed all rights and obligations that may arise from the before mentioned legal proceedings, as they relate to the spin-off business (terrestrial telecommunications). An agreement has therefore been entered into between Cellnex Telecom, S.A. and Abertis Telecom Satélites, S.A.U. stipulating that if the before mentioned amounts have to be paid, Retevisión-I, S.A.U. will be responsible for paying these fines. At 31 December 2020, Cellnex Telecom, S.A. has provided three guarantees amounting to EUR 32.5 million (EUR 46.3 million at the close of 2019) to cover the disputed rulings with the National Competition Commission explained above.

17. Related party transactions

  • 17.1. Directors and senior management

    Remuneration received by the Company's directors in 2020 and 2019 was as follows:

    • i. Members of the Board of Directors accrued EUR 1,630 thousand for exercising the functions as directors of Cellnex Telecom, S.A. (EUR 1,464 thousand in 2019).

      In the exercise of senior management functions, the CEO has accrued EUR 2,335 thousand corresponding to fixed and variable remuneration (EUR 3,195 thousand in 2019) and accrual of EUR 1,650 thousand for the achievement of the multiannual objectives set out in the "Long-Term Incentive Plan" that is consolidated in December 2020, estimated to assume 137.5% compliance. Accounting provisions for all LTIP in progress (2018-2020, 2019-2021 and 2020-2022), for the year closed at 31 December 2020 amount to EUR 1,373 thousand (EUR 1,893 thousand in 2019 for all "Long-Term Incentive Plans").

    • ii. In addition, the CEO of Cellnex Telecom, S.A. accrued by way of other benefits contributions to cover pensions and other remuneration in kind in the respective amounts of EUR 250 thousand and EUR 28 thousand (EUR 250 thousand and EUR 28 thousand in 2019, respectively).

    Cellnex Telecom, S.A. defines Senior Management as directors that perform management duties and report directly to the CEO. Fixed and variable remuneration for 2020 for members of senior management amounted to EUR 4,547 thousand (EUR 5,671 thousand in 2019).

    In addition, members of Senior Management accrued by way of other benefits contributions to cover pensions and other remuneration in kind in the respective amounts of EUR 334 thousand and EUR 174 thousand in 2020 (EUR 304 thousand and EUR 132 thousand in 2019).

    Additionally, in accordance with the Company's Remuneration Policy, during the 2017, 2018, 2019 and 2020 fiscal years, several incentive plans were approved linked to the achievement of certain multi-year objectives of the Company (see Notes 4.5 and 16.4).

    The Company has taken out an executives and directors civil liability policy for the members of the Board of Directors, the Chief Executive Officer and all the directors of the Cellnex Telecom group at a cost amounting to EUR 538 thousand and EUR 288 thousand at 31 December 2020 and 2019, respectively.

  • 17.2. Other disclosures concerning Directors

    In accordance with Article 229 of the Spanish Limited Liability Companies Law, the directors have reported that neither they nor any persons related to them are involved in any situations that may lead to a direct or indirect conflict with the Company's interests.

17.3. Group companies and associates

The financial assets and liabilities held by the Company with Cellnex Group companies and associates at year-end 2020 and 2019, with the exception of equity instruments (see Note 8), are as follows:

2020

Thousands of Euros

Assets

Liabilities

Non- Current loans

Non-Current nvestments1

Current loans

Receivables

Payables

Current Loans

Adesal Telecom, S.L.

- - - -

- - - - 607 - - - - - - - - - - - - - - - - - - - -

48 - - - 25 - - - - - 6.065 - - - 380 - -

2

726

237

91 -

751

3,656

19

160

514 -

103

2,154

4,360

621 -

7

- - - - - - - - 501 - - - - 121 - - -

- - - - 590,791 - - - - 17,448 - 2,515 - 19 - - -

Belmont Infra Holding

Cellnex Austria, GmbH

Cellnex Denmark ApS

Cellnex Finance Company, S.A. Cellnex France, S.A.S.

-402

Cellnex France Groupe, S.A.S.

- -362 336 360,000 242 563 302 143 67 263 - - 189 - - - - -

Cellnex Ireland Limited

Cellnex Italia, S.P.A

Cellnex Netherlands, BV

CLNX Portugal, S.A. Cellnex Telecom España, S.L. Cellnex Switzerland, AG Cellnex UK Limited

Cignal Infrastructures Limited On Tower France, S.A.S.

OMTEL, Estruturas de Comunicaçoes On Tower Telecom Infraestructuras, S.A.

3,720

28

157

-

Cellnex Connectivity Solutions Limited

-

35

-

-

Retevisión-I, S.A.

38,667

1,563

11,002

-

Cellnex Poland sp. z.o.o

-

316

-

-

Springbok Mobility

-

43

-

-

Swiss Towers, AG TowerCo, S.p.A.

- -

28 20

- -

- -

Towerlink France

-

51

-

-

Tradia Telecom, S.A.

360

-

8,223

489

2,459

-

Ukkoverkot Oy

-

-

-

10

-

-

Xarxa Oberta de Catalunya

38

-

1,433

102

-

239

Zenon Digital Radio

-

-

278

6

-

-

Total

363,267

607

58,839

16,092

14,240

611,012

1Corresponds to the contract formalized for a cross currency swap with Cellnex Finance Company, S.A.U. (see Note 12.3)

2019

Thousands of Euros

Assets

Liabilities

Non-current loans

Current loans

Receivables

Payables

Curent loans

Non-Curent loans

Adesal Telecom, S.L. Alticom, BV

Cellnex France, S.A.S. Cellnex France Groupe, S.A.S. Cellnex Italia, S.r.L.

Cellnex Netherlands, BV Cellnex Telecom España, S.L. Cellnex Switzerland, AG Commscon Italia S.R.L. Cellnex UK Limited Cignal Infrastructures, Ltd Galata, S.p.A

On Tower Telecom Infraestructuras, S.A.U.

Retevisión-I, S.A.U. Shere Masten BV Towerlink Portugal, ULDA Tradia Telecom, S.A.U.

Xarxa Oberta de Catalunya, S.A. Zenon Digital Radio, S.L.

- -

211,672 -

205

163

142

211 -

95

106,991

600,016

250,306

133 - -

192

29 -

18 -

310

41 -

8,475 - - -

2,500

1,756

1,233

1,867

14,883 -

1,000

3,226

392

57

- -

3,749

1,556

97

1,206

67

90 -

109 - -

2

326

51 -

255

47 -

- - - - - - - - 508 114 - - - - - - - - -

- - - - - 10,748 78,154 - - 39,454 - - 47,266 5 - - - - -

- - - - - - 17,050 - - - - - - - - - - - -

Total

1,170,155

35,758

7,555

622

175,627

17,050

In the context of the financial reorganization of the Company explained in Note 8, the transfer to Cellnex Finance Company, S.A.U., as the new debtor, of the Company's indebtedness to Group companies and associates in the amount of EUR 210,604 thousand derived from contracts cash pooling, the termination of certain debt instruments granted by the Company, as a creditor, in favour of certain Group companies and associates for an amount of EUR 1,623,272 thousand and the granting of new debt instruments by Cellnex Finance Company, S.A.U. in favor of the same companies of the Group and associates for the same amount.

As of 31 December 2020, under the caption "Credits to Group companies and non-current partners, the Company has registered the amounts corresponding to:

a) On 13 February 2020, the Company signed a long-term bond with CLNX Portugal, S.A. for an amount of

EUR 235 million and a 5 year maturity from the date of disposal. It has been contracted under market conditions. In addition, on 24 September 2020, the Company signed an additional long-term bond issuance with CLNX Portugal, S.A. for an amount of EUR 125 million and a 5-year maturity. At the end of the 2020 financial year, interest accrued and not collected amounted to EUR 6,065 thousand.

As of 31 December 2020, under the caption "Credits to Group companies and current partners" the Company has registered the amounts corresponding to:

b) Current debtor balance of the receivables with the Group companies that are part of the Tax Consolidation

Group, by consolidated corporate tax regime amounting to EUR 45,148 thousand (EUR 13,780 thousand at the end of 2019).

c) Current debtor balance of the receivables with the Group companies that are part of the Tax Consolidation Group, by consolidated VAT tax regime, amounting to EUR 7,221 thousand.

As of 31 December 2020, under the caption "Debts with Group companies and current partners" the Company has registered the amounts corresponding to:

a) On 15 January 2017, the Company signed a credit facility with the Group company Cellnex Netherlands

B.V., with a limit of 20 million euros and a six-monthly maturity from the date of disposal, renewable tenderly for periods of the same duration. On 15 January 2019, the limit was expanded to 80 million. As of 31 December 2020, the amount of this facility is EUR 17,447 thousand (EUR 10,747 thousand at the end of 2019), and interest accrued and unpaid amounted to EUR 1 thousand (EUR 1 thousand at the end of 2019).

  • b) On 10 December 2020, a centralized Treasury management contract was signed between Cellnex Telecom, S.A. and Cellnex Finance Company, S.A.U, which includes provisions both short and long term, and lasting one year, renewable tenderly for annual periods. As of 31 December 2020, the Company maintains a short-term debt amounting to EUR 589,485 thousand, and interest accrued and unpaid amounted to EUR 69 thousand.

  • c) Creditor balances with the Group companies that are part of the Tax Consolidation Group, by consolidated corporate tax regime amounting to EUR 3,495 thousand (EUR 1,005 thousand at the end of 2019).

  • d) Creditor balances with the Group companies that are part of the Tax Consolidation Group, by consolidated VAT tax regime amounting to EUR 497 thousand.

As of 31 December 2020, there are no long-term debts to Group companies and associates.

The Company's transactions with Cellnex Group companies and associates in 2020 and 2019 are as follows: 2020

Thousands of Euros

Income

Expenses

Dividends

Services rendered

Accrued interests

Services received

Accrued interests

- - - - - -

9

726

237

91 -

758

3,633

- - - - - 6,402 418 - 14,260

- - - - - - - - 501 - - - - - - - 130 - 9,142 - - - - - 2.032 -

-

- - - - 69 - - - - - - - 1,182 116 - - - - - - - - - - - - -

Alticom, B.V.

Belmont Infra Holding

Cellnex Austria, GmbH

Cellnex Denmark, ApS

Cellnex Finance Company, S.A.U.

Cellnex France, S.A.S.

Cellnex France Groupe, S.A.S.

-

Cellnex Ireland Limited

- - - - -

19

Cellnex Italia, S.p.A.

3,813

Cellnex Netherlands, B.V.

1,592

-

CLNX Portugal, S.A.

-

6,065

Cellnex Switzerland, AG

2,014

-

Cellnex Telecom España, S.L.U.

92,212 -

11,036

-

Cellnex UK Limited

3,679 589

2,437 1,421 - 6,831 - -

Cignal Infrastructure Services, Ltd.

-

OMTEL, Estructuras de Comunicaçoes, S.A.

-

7 167 35 1,426

On Tower Telecom Infraestructuras, S.A.U.

-

Cellnex Connectivity Solutions Limited

-

Retevisión-I, S.A.U.

-

Cellnex Poland sp z.o.o.

-

316

-

Swiss Towers, AG

-

20

-

TowerCo, S.p.A.

-

4

-

Towerlink France, S.A.S.

-

42

113

Towerlink Portugal, ULDA

-

-

8

Tradia Telecom, S.A.U.

-

595 10 104

-

Ukkoverkot Oy

- -

- -

Xarxa Oberta de Comunicació i Tecnologia de Catalunya, S.A.

Total

92,212

30,922

37,955

11,805

1,367

Cellnex Telecom, S.A. has approved a dividend distribution for an amount of EUR 5,082 thousand from Cellnex Netherlands, B.V. which has been recognised as a reduction of the cost of the investment (see Note 8).

2019

Thousands of Euros

Income

Expenses

Dividends

Services rendered

Accrued interest

Services received

Accrued interest

Cellnex France, S.A.S. Cellnex France Groupe, S.A.S. Cellnex Italia, S.r.L.

Cellnex Netherlands, B.V. Cellnex Switzerland, AG Cellnex Telecom España, S.L.U. Cellnex UK Limited

Cignal Infrastructure Services, Ltd. Commscon Italia S.R.L.

Cellnex Italia, S.p.A.

On Tower Telecom Infraestructuras, S.A.U. Retevisión-I, S.A.U.

Shere Masten, B.V. Swiss Towers, AG

-

4,229 -

1,073 1,555 -

- - - - - 408 74 - - - - - - - - - -

- - - - - - 564 - 512 - 62 11,798 - - - 4,308 -

-

31,601 8,475 -

3,781

1,206

-

27

-

86,359 -

13,239

-

1,646 -

522 1,756 -

-

-

-

-

-

1,233 455 -

-

75 1,486

-

-

50

-

-

1,688

-

Towerlink Portugal, ULDA Tradia Telecom, S.A.U.

Xarxa Oberta de Comunicació i Tecnologia de Catalunya, S.A.

-

-

1

-

667 157

-

-

-

Total

126,435

28,251

6,595

17,244

482

Financial interest with the various Group companies are those accrued on loans and financial debt held by the Company, as mentioned above.

17.4. Other related parties

Other related parties, in addition to the Group companies and associates indicated in Note 17.3 above and as defined in Spain's General Accounting Plan, include shareholders (and their subsidiaries) of Cellnex Telecom, S.A. that exercise significant influence over it, those with the right to appoint a director or those with a stake of more than 3%.

On 12 July 2018, ConnecT acquired 29.9% of the Company's share capital. ConnecT is controlled by Sintonia, a subholding company wholly-owned by Edizione and, in turn, Sintonia is the largest shareholder of Atlantia. As a result, as of 31 December 2018, Edizione, together with its group of companies, is considered a party related to the Company. As of 31 December 2020, Edizione is listed as a reference shareholder of Cellnex Telecom, S.A. with a 13.03% stake.

Services rendered and received

The transactions carried out with Abertis Group companies and associates during 2020 and 2019 financial years are as follows:

2020

Thousands of Euros

Income

Expenses

Services rendered

Services received

Abertis Autopistas España, S.A.

228

-

Total

228

-

2019

Thousands of Euros

Income

Expenses

Services rendered

Services received

Abertis Autopistas España, S.A.

192

-

Total

192

-

The Company carries out all its transactions with related parties on an arm's length basis. Also, given that transfer prices are adequately documented, the Company's Directors consider that there are no significant risks that could give rise to material liabilities in the future.

Other

The other assets and liabilities held by the Company with companies of the Abertis group and associates at 31 December 2020 and 2019 are the following:

2020

Thousands of Euros

Assets

Liabilities

Receivables

Payables

Abertis Autopistas España, S.A.

130

-

Total

130

-

2019

Thousands of EurosAssets ReceivablesLiabilities PayablesAbertis Autopistas España, S.A.

Total

254 254

- -

18. Other information

18.1. Audit fees

In 2020 and 2019 the fees for financial audit and other services provided by the auditor of the Company's financial statements, Deloitte, S.L., or by companies related to these auditors as a result of control, common ownership or common management, were as follows:

Thousands of Euros

2020

2019

Audit of financial statements Verification services

782 474

626 1,637

Total audit services and other related services

1,256

2,263

Tax advisory services Other services

46 2,040

97 -

Total professional services

3,342

2,360

18.2. Information on deferral of payment to suppliers.

The information required by the additional third decree of Law 15/2010 of 5 July (modified by the second final decree of Law 31/2014) prepared in accordance with the resolution issued by the Spanish Accounting and Auditing Institute (AAI) of 29 January 2016 in relation to the information to be disclosed in the annual report with regard to the average supplier payment period for commercial transactions, is set up below:

Thousands of Euros

2020

2019

Total payments in the year Total payments outstanding

54,731 14,777

62,971 1,389

Average payment period to suppliers (days)

Ratio of transactions paid (days)

Ratio of transactions outstanding (days)

34 days

42 days

5 days

38 days

39 days

26 days

In accordance with the AAI resolution, only the delivery of goods and services from the date Law 31/2014 of 3 December came into force have been taken into account.

For the sole purpose of the disclosure of information required by this resolution, the term 'suppliers' relates to the trade payables for debts with suppliers of goods or services included in the caption 'Trade and other payables' in the short term liabilities of the balance sheet.

Average payment period to suppliers is understood to mean the period lapsed from the delivery of goods or services by the supplier to the actual payment of the transaction.

18.3 Modification or termination of contracts

There has been no conclusion, modification or early termination of any contract between the Company and any of its partners or Directors or person acting on their behalf, affecting operations outside the ordinary traffic of the Company or that has not been carried out under normal conditions.

19. Events after the reporting period

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.

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 16.2 of the accompanying financial statements.

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.

On 24 February 2021, the Group amended the EUR 7,500,000 thousand bridge loan and cancelled an amount of EUR 1,600,000 thousand of such bridge loan. As of the date of the accompanying financial statements, no amountshave 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.

20. Explanation added for translation to English

These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company in Spain (see Note 2.1). Certain accounting practices applied by the Company that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.

Cellnex Telecom, S.A.

Appendix I to the Notes to the 2020 financial statements (Thousands of Euros)

Direct Ownership Interests

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Dividends received

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

Cellnex Italia, S.p.A.

Cellnex Netherlands, B.V.

Cellnex UK Limited

Cellnex France Groupe, S.A.S.

Via Carlo Cesare Giulio Viola, 43 CAP 00148 Roma

Papendorpseweg 75-79 3528 BJ Uthrecht, the Netherlands

Office 132 Spaces Liverpool Street Station, 35 New Broad Street, London, EC2M 1NH

58 avenue Emile Zola, Immeuble Ardeko, 92100 Boulogne-Billancourt

Holding

Holding

Holding

Holding

100% 100% 100%

100%

952,310 511,355 1,856,985

2,324,391

Deloitte

Deloitte

Deloitte

Deloitte

1,000 - 1,349,203

7,466

985,633 328,506 477,027

2,309,887

90,919

(3,090)

(22,981)

(14,285)

43,710 4,939

(32,043)

(14,393)

- - -

-

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Dividends received

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

Cellnex Telecom España, S.L.U.

Cellnex Switzerland, AG

Towerlink Portugal, ULDA (*)

Cignal Infrastructure Services, Ltd.

Ukkoberkot Oy (*)

CLNX Portugal (*)

Juan Esplandiú, 11-13 28007 Madrid

Thurgauerstrasse, 136 8152 Opfikon

Avenida Álvares Cabral, nº61 - 4º piso, 1250-017 Lisboa, Portugal

Suite 311 Q House, 76 Furze Road, Sandyford Industrial Estate, Dublin 18, D18, YV50, Ireland

Itämerentori 2, 00180 Helsinki Finland

Av. Fontes Pereira de Melo, nº 6 7 º direito, Distrito: Lisboa Concelho: Lisboa Fregesia , San Antonio 1050 121 Lisboa

Holding

Holding

Fixed and mobile telecommunications services provider

Terrestrial telecommunications infrastructure operator

Holding

Holding

100% 72,22%

100%

100% 100% 100%

2,807,500 581,117

4,000

178,636 25,517 1,037,384

Deloitte

Deloitte

-

Deloitte

Deloitte

Deloitte

103,753

184

4,000

3,252

3 50

2,630,259 724,095

85

55,595 7,659 715,678

(5,342)

(579)

132

4,831

(688)

(1,972)

97,409

(550)

78

4,198

(689)

(33,901)

92,212 -

-

- - -

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Sociedad

Domicilio

Actividad

% Participación

Directa

Valor neto de la participación

Auditor

Patrimonio neto

Resultado explotación

Resultado ejercicio

Dividendos recibidos

Capital

Prima de Emisión y Reservas (deducido dividendo a cuenta)

2020:

Cellnex Finance Company, S.A.

Cellnex Sweden, AB (*)

Cellnex Austria, GmbH (*)

Cellnex Ireland Limited (*)

Cellnex Poland sp z,o,o (*)

Cellnex Denmark, ApS

Juan Esplandiú, 11-13 28007 Madrid

Box 162 85, 103 25 Stockholm

Schubertring 6, 1010 Vienna

Suite 311 Q House, 76 Furze Road, Sandyford Industrial Estate, Dublin 18, D18, YV50, Plac Marsz, Józefa Pilsudskiego 100-078 Warsaw

Sundkrogsgade 5, DK-2100 Copenhagen

Group Finance Company

Holding

Holding

Holding

Holding

Holding

100% 100% 100% 100% 100% 100%

1,000,060

2 953,035 499,000

3 350,005

Deloitte

Deloitte

Deloitte

Deloitte

Deloitte

Deloitte

60 -

35 499,000 - 349,797

1,000,000 -

953,000 -

-

(39)

(612)

-

(2,383)

(1,585)

-

(1,316)

(3,712)

-

(2,441)

(1,710)

-

(1,338)

- - - - - -

Total ownership

13,081,300

92,212

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Cellnex Telecom, S.A.

Appendix I to the Notes to the 2020 financial statements

(Thousands of Euros)

Indirect Ownership Interests

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

Indirect Ownership

Retevisión-I, S.A.U,

Tradia Telecom, S.A.U,

On Tower Telecom Infraestructuras, S.A.U.

Gestora del Espectro, S.L. (*)

Metrocall, S.A.

Adesal Telecom, S.L.

Juan Esplandiú, 11 28007 Madrid Avenida del Parc

Logístic 12-20 08040 Barcelona

Juan Esplandiú, 11 28007 Madrid

Juan Esplandiú, 11 28007 Madrid

c/ Juan Espladiú 11-13 29007 Madrid

Ausias March 20, Valencia

Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Implementation, organization and operation of the mobile network in

Madrid

Provision of related services for terrestrial telecommunications concessions and operators,

100% 100% 100% 100% 60% 60,08%

Cellnex Telecom España, S.L.U.

Cellnex Telecom España, S.L.U.

Cellnex Telecom España, S.L.U. Cellnex Telecom España, S.L.U.

Cellnes Telecom España S.L.U.

Tradia Telecom, S.A.U.

Deloitte

Deloitte

Deloitte -

-

Deloitte

81,270 131,488 72,725 - 2,750 3,228

29,178 31,683 370,394

(1)

9,271 1,711

108,673 26,433 31,000

(1)

313 782

82,966 21,590 1,548 -

223 585

(*) Unaudited financial statements at 31 December 2020,

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

Zenon Digital Radio, S.L. (*)

Xarxa Oberta de Comunicació i Tecnologia de Catalunya, S.A.

TowerCo, S.p.A.

Tower Lease S.r.L.

TowerLink Italia, S.r.L. (*)

Areaventi, S.r.L.

Towerlink Netherlands, B.V.

Shere Masten, B.V.

C/Lincoln, 11, 1º3º 08006 Barcelona

Av. Del Parc Logístic, 12-20 08040 Barcelona

Via Cesare Giulio Viola, 43 CAP 00148 Roma

Via Cesare Giulio Viola, 43 CAP 00148 Roma

Via Cesare Giulio Viola, 43 CAP 00148 Roma

Via Cesare Giulio Viola, 43 CAP 00148 Roma

Papendorppseweg 75-79 3518 BJ Utrecht, the Netherlands

Papendorppseweg 75-79 3518 BJ Utrecht, the Netherlands

100%

100%

100% 100% 100% 100% 100%

100%

Tradia Telecom, S.A.U.

Tradia Telecom, S.A.U.

Cellnex Italia, S.p.A.

Cellnex Italia, S.p.A. Cellnex Italia, S.p.A.

Cellnex Italia, S.p.A.

Cellnex Netherlands, B.V.

Cellnex Netherlands, B.V.

-

Deloitte

Deloitte

Deloitte -

Deloitte

Deloitte

Deloitte

32

6,825

20,100

100 10 500 -

18

1,926

12,960

6,468 1,121 3 784 69,411

208,558

890

5,295

8.195

(124)

(3)

- 7,128

17,512

660

3,729

4,681

(133)

(2)

- 6,007

14,799

Marketing, development, installation and maintenance of

TETRA systems

Management, maintenance and construction of the fiber optic

network of the Generalitat de

Catalunya

Terrestrial telecommunications

infrastructure operator

Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

Breedlink, B.V.

Alticom, B.V.

On Tower Netherlands, B.V.

Springbok Mobility (*)

Cellnex France, S.A.S.

Towerlink France, S.A.S. (*)

Nextloop France, S.A.S

Papendorppseweg 75-79 3518 BJ Utrecht, the

Netherlands

Papendorppseweg 75-79 3518 BJ Utrecht, the

Netherlands

Axelstraat, 58, 4537 AL,

Terneuzen, The Netherlands

58 avenue Emile Zola,

Immeuble Ardeko, 92100 Boulogne-Billancourt 58 avenue Emile Zola,

Immeuble Ardeko, 92100 Boulogne-Billancourt 58 avenue Emile Zola,

Immeuble Ardeko, 92100 Boulogne-Billancourt

58 avenue Emile Zola, Immeuble Ardeko, 92100 Boulogne-Billancourt

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Provision of related services for concessionaires and terrestrial telecommunications operators

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

100%

100%

100%

100%

100% 99,99%

51%

Cellnex Netherlands, B.V.

Cellnex Netherlands, B.V.

Cellnex Netherlands, B.V.

Cellnex France Groupe,

S.A.S.

Cellnex France Groupe,

S.A.S.

Cellnex France, S.A.S.

Cellnex France Groupe,

S.A.S.

Deloitte

Deloitte

Deloitte

-

Deloitte

-

Deloitte

-

18

1,825

1

21,543

20

3,050

(493)

184,142

11,229

(25)

835,694

(300)

23,968

(189)

1,135

4,619

(338)

11,671

(267)

1,750

(154)

156

3,013

(341)

(20,063)

(688)

(685)

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

On Tower France S.A.S.

Compagnie Foncière ITM 1 (*)

Cellnex UK Midco, Ltd.

Watersite Holding Limited

Radiosite Limited

Cellnex Connectivity Solutions Limited

58 avenue Emile Zola, Immeuble Ardeko, 92100 Boulogne-Billancourt

58 avenue Emile Zola, Immeuble Ardeko, 92100 Boulogne-Billancourt

Arbion House High Street, Unit 6 Woking One (Woking) Surrey GU21 6BG

Arbion House High Street, Unit 6 Woking One (Woking) Surrey GU21 6BG

Arbion House High Street, Unit 6 Woking One (Woking) Surrey GU21 6BG

Arbion House High Street, Unit 6 Woking One (Woking) Surrey GU21 6BG

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

70% 100%

100%

100%

100%

100%

Cellnex France Groupe,

S.A.S.

Cellnex France Groupe,

S.A.S.

Cellnex UK Limited

Cellnex UK Midco, Ltd.

Cellnex UK Midco, Ltd.

Cellnex UK Midco, Ltd.

Deloitte

-

Deloitte

Deloitte

Deloitte

Deloitte

381,384

1

-

28,912

31,029

1,924

4,205

(69)

208,876

(10,398)

(4,535)

136,718

81,052

(4)

(20)

1,617

4,090

(2,797)

40,516

(4)

(4)

1,442

3,197

(2,708)

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

Cellnex UK Consulting Limited

  • On Tower UK, Ltd.

  • On Tower UK, 1, Ltd

  • On Tower UK 2, Ltd

  • On Tower UK 3, Ltd

  • On Tower UK, 4 Ltd

  • On Tower UK, 5 Ltd

Swiss Infra Services, SA

Arbion House High Street, Unit 6 Woking One (Woking) Surrey GU21 6BG

Crawley Court, Winchester. SO21 2QA Crawley Court, Winchester. SO21 2QA Crawley Court, Winchester. SO21 2QA Crawley Court, Winchester. SO21 2QA Crawley Court, Winchester. SO21 2QA Crawley Court, Winchester. SO21 2QA Rue du Caudray, 4, 1020 Renens Vaud

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator

100%

100%

100%

100%

100%

100%

100% 90%

Cellnex UK Midco, Ltd.

Cellnex UK Limited

Cellnex UK Limited Cellnex UK Limited Cellnex UK Limited Cellnex UK Limited Cellnex UK Limited

Swiss Towers, AG

Deloitte

Deloitte

Deloitte Deloitte Deloitte Deloitte Deloitte

Deloitte

2.529

3.227

3.017

4.498

2.811

112 - 90

(1.338)

582.391

25.999

3.261

(1.305)

8.108 - 44.261

390

61.101 3.083 3.037 - 8 - 42.867

393

37.316 2.765 2.105 - 8 - 27.783

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Share Capital

Share premium and reserves (interim dividend deducted)

2020:

Swiss Towers, AG

Grid Tracer, AG (*)

OMTEL, Estructuras de Comunicaçoes, S.A.

On Tower Portugal, S.A.

Cellcom Ireland Limited (in process of being sold)

Shannonside Communications Limited

Thurgauerstrasse, 136 8152 Opfitkon

Thurgauerstrasse, 136 8152 Opfitkon

Av. Fontes Pereira de Melo, nº6, 7º direito, Distrito: Lisboa Concelho: Lisboa Fregesia, rroios 1050 121 Lisboa

Av. Fontes Pereira de Melo, nº6, 7º direito, Distrito: Lisboa Concelho: Lisboa Fregesia, rroios 1050 121 Lisboa

Suite 311 Q house, 76 Furze Road Sandyford Industrial Estate, Dublin 18, D18 YV50, Ireland

Suite 311 Q house, 76 Furze Road Sandyford Industrial Estate, Dublin 18, D18 YV50, Ireland

Terrestrial telecommunications infrastructure operator

Internet of Things

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

To provide communication sites used in the mobile network.

To provide communication sites used in the mobile network. Proveer

100% 55%

100%

10%

100%

100%

Cellnex Switzerland, AG

Swiss Towers, AG

CLNX Portugal, S.A.

CLNX Portugal, S.A.

Cignal Infrastructure Services,

Ltd.

Cignal Infrastructure Services,

Ltd.

Deloitte

-

Deloitte

Deloitte

Deloitte

Deloitte

275,392

93

576,345

6,150

-

-

40,910

(1)

(6,107)

105,078

11,718

47

25,804

44

7,532

(1,040)

753

23

4,705

35

(3,503)

(1,419)

(169)

20

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Sociedad

Domicilio

Actividad

% Participación Indirecta

Sociedad titular de la participación indirecta

Auditor

Patrimonio neto

Resultado explotación

Resultado ejercicio

Capital

Prima de Emisión y Reservas (deducido dividendo a cuenta)

On Tower Ireland Limited

Edzcom Oy

On Tower Austria, GmbH

On Tower Denmark, ApS

Torre de Collserola, S.A.

Consorcio de Telecomunicaciones Avanzadas, S.A. (COTA)

28/29 Sir John Rogerson's Quay, Dublin 2, Dublin, Ireland (cambio dde domicilio social en proceso) después será Suite 311 Q house, 76 Furze Road Sandyford Industrial Estate, Dublin 18, D18 YV50, Ireland

Itämentori 2, 00180 Helsinki Finland

Bruünner Strabe 52, 1210 Vienna

Scandiagade 8, 2450 Kobenhavn SV

Ctra. Vallvidrera a Tibidabo, s/n Barcelona

C/ Uruguay, parcela 13R, nave 6, Parque Empresarial Magalia, Polígono Industrial Oeste Alcantarilla (Murcia)

Communication sites provider used in the mobile operator network

Communication sites provider used in the mobile operator network Communication sites provider used in the mobile operator network

Communication sites provider used in the mobile operator network

Construcción y explotación de infraestructuras y telecomunicaciones

Terrestrial telecommunications infrastructure operator

100%

100% 100%

100%

41,75

29,5%

Cellnex Ireland Limited

Ukkoverkot Oy

Cellnex Austria, GmbH

Cellnex Denmark, ApS

Retevisión-I, S.A.U.

Tradia Telecom, S.A.U.

Deloitte

Deloitte

Deloitte

Deloitte

Deloitte

Areas Auditores

1,000

-

35

8,652

4,520

1,000

129,595

4,377 50,484

101,904

170

879

629

(1,138)

1,021

399

33

603

492

(1,157)

573

373

2

452

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Share Capital

Share premium and reserves (interim dividend deducted)

Nearby Sensors, S.L. (*)

Nearby Computing, S,L. (*)

C/Berruguete 60-62, Barcelona

C/Travessera de Gràcia, 18, Barcelona

Software and IT development app; development of network telecommunication systems

Software and IT development app; development of network telecommunication systems

30,00% 9,00%

Tradia Telecom, S.A.U.

Tradia Telecom, S.A.U.

- -

47 6

(167)

1.434

(453)

(473)

281

(358)

(*) Unaudited financial statements at 31 December 2020.

This appendix forms an integral part of Note 8 to the 2020 financial statements, with which it should be read.

Cellnex Telecom, S.A.

Appendix I to the Notes to the 2019 financial statements (Thousands of Euros)

Direct Ownership Interests

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Dividends received

Share Capital

Share premium and reserves (interim dividend deducted)

2019:

Cellnex Italia, S.r.L Cellnex Netherlands, BV

Via Carlo Veneziani 58, 00148 Roma (Italia)

Dr. Lelykade 22, Unit 9, 2583CM's - Gravenhage

Holding Holding

100% 100%

952,310 516,437

Deloitte Deloitte

952,310 -

(1,758) 327,119

(2,739) (1,266)

36,115 7,490

31,601 8,475

(*) Unaudited financial statements at 31 December 2019.

This appendix forms an integral part of Note 8 to the 2019 financial statements, with which it should be read.

Company

Registered Office

Activity

% Direct ownership

Ownership net value

Auditor

Net Equity

Operating profit/loss

Profit for the year

Dividends received

Share Capital

Share premium and reserves (interim dividend deducted)

2019:

Cellnex UK Limited

Cellnex France Groupe, S.A.S.

Cellnex Telecom España, S.L.U.

Cellnex Switzerland AG

Towerlink Portugal, ULDA (*)

Cignal Infrastructures Services, Ltd.

River Court, Albert Dr, Woking GU21 5RP, Reino Unido

1, Avenue de la Cristallerie, 92310 Sèvres

Juan Esplandiú, 11 28007 Madrid

Postastrasse 12 CH-6301, Zug, Switzerland

Avenida Álvares Cabral, nº61 - 4º piso, 1250-017 Lisboa, Portugal

Suite 311 Q House, 76 Furze Road, Sandyford Industrial Estate, Dublin 18, D18, YV50, Ireland

Holding Holding

Holding

Holding

Fixed and mobile telecommunications services provider

Terrestrial telecommunications infrastructure operator

100% 100%

100% 54%

100%

100%

281,489 2,324,391

807,500 579,191

4,000

111,928

Deloitte Deloitte

Deloitte

Deloitte

-

Deloitte

- 7,466

103,753

188

4,000

-

213,890 2,315,816

703,748 733,999

-

(4,375)

(4,706) (1,251)

101,133

(1,261)

127

1,743

(5,396) (5,705)

101,378

8,175

111

(1,930)

- -

86,359 -

-

-

Total share

5,577,246

126,435

(*) Unaudited financial statements at 31 December 2019.

This appendix forms an integral part of Note 8 to the 2019 financial statements, with which it should be read.

Cellnex Telecom, S.A.

Appendix I to the Notes to the 2019 financial statements

(Thousands of Euros)

Indirect Ownership Interests

Sociedad

Domicilio

Actividad

% Participación Indirecta

Sociedad titular de la participación indirecta

Auditor

Patrimonio neto

Resultado explotación

Resultado ejercicio

Capital

Prima de Emisión y Reservas (deducido dividendo a cuenta)

2019:

Participación indirecta

Retevisión I, S.A.U.

Tradia Telecom, S.A.U.

On Tower Telecom Infraestructuras, S.A.U.

Gestora del Espectro, S.L. (*)

Adesal Telecom, S.L.

Zenon Digital Radio, S.L.(*)

Juan Esplandiú, 11 28007 Madrid

Avenida del Parc Logístic 12-20 08040 Barcelona Juan Esplandiú, 11 28007 Madrid

Juan Esplandiú, 11 28007 Madrid

Ausias March 20, Valencia

C/Doctor Casas 20, Zaragoza

Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Development, implementation, management and marketing of terrestrial telecommunications services.

Provision of related services for terrestrial telecommunications concessions and operators.

100% 100% 100% 100%

60.08% 100%

Cellnex Telecom España, S.L. Cellnex Telecom España, S.L. Cellnex Telecom España, S.L.

Cellnex Telecom España, S.L.

Tradia Telecom, S.A.U.

Tradia Telecom, S.A.U.

Deloitte Deloitte Deloitte

-

Deloitte

-

81,270 131,488 72,725 -

3,228

32

49,218 19,001 384,529 -

847 -

99,115 26,429 10,976 -

7 223

92,796 20,623 7,564 -

3 166

Marketing, development, installation

and maintenance of TETRA systems

(*) Unaudited financial statements at 31 December 2019.

This appendix forms an integral part of Note 8 to the 2019 financial statements, with which it should be read.

Sociedad

2019:

Xarxa Oberta de Comunicació i Tecnologia de Catalunya, S.A.

Galata, S.p.A.

TowerCo, S.p.A.

TowerLink Italia, S.r.L (*)

Commscon Italia, S.r.L.

Towerlink Netherlands, B.V.

Shere Masten B.V.

Breedlink B.V.

DomicilioAv. Parc Logístic 12-20, Barcelona

Via Carlo Veneziani 56L, 00148 Rome, Italy

Via Alberto Bergammini 50, Rome Italy

Via Carlo Veneziani 58, 00148 Rome, Italy

Via Carducci 32, 20123 Milano

Dr. Lelykade 22, Unit 9, 2583CM's - Gravenhage

Leeghwaterstraat 21, 2811 DT Reeuwiik, Netherlands

Branderweg 7, 8042 PD, Zwolle

ActividadManagement, maintenance and construction of the fiber optic network of the Generalitat de

CatalunyaTerrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

Terrestrial telecommunications infrastructure operator

(*) Unaudited financial statements at 31 December 2019.

% Participación Indirecta

Sociedad titular de la participación indirecta

100% 100% 100% 100% 100% 100% 100% 100%

Tradia Telecom, S.A.U.

Cellnex Italia, S.r.L. Cellnex Italia, S.r.L. Cellnex Italia, S.r.L. Cellnex Italia, S.r.L.

Cellnex Netherlands, BV

Cellnex Netherlands BV

Cellnex Netherlands BV

This appendix forms an integral part of Note 8 to the 2019 financial statements, with which it should be read.

AuditorDeloitte

Deloitte Deloitte - Deloitte

Deloitte

DeloittePatrimonio neto

Prima de Emisión yCapitalReservas (deducido dividendo a cuenta)

Resultado explotaciónResultado ejercicio

6,825 1,000 20,100 -

-100

18

9,251 302,313 6,380

206,070

-69,391

1,715

-16,267

5,400 74,361 9,465

3,166

2,559

3,750 29,299 5,742 - 2,594 2,315 14,565

-

(25)

(576)

(577)

Attachments

  • Original document
  • Permalink

Disclaimer

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 09:08:02 UTC.