Cellnex Telecom : The Company sends presentation of the acquisition of MEO’s towers in Portugal 1MB

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Inside information in compliance with article 226 of the Consolidated Text of the Spanish

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

Strategic industrial alliance with MEO in Portugal

January 2, 2020

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Disclaimer

The information and forward-looking statements contained in this presentation have not been verified by an independent entity and the accuracy, completeness or correctness thereof should not be relied upon. In this regard, the persons to whom this presentation is delivered are invited to refer to the documentation published or registered by Cellnex Telecom, S.A. and its subsidiaries ("Cellnex") with the National Stock Market Commission in Spain (Comision Nacional del Mercado de Valores). All forecasts and other statements included in this presentation that are not statements of historical fact, including, without limitation, those regarding the financial position, business strategy, management plans and objectives for future operations of Cellnex (which term includes its subsidiaries and investees) and run rate metrics, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of Cellnex, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding Cellnex's present and future business strategies, performance by Cellnex's counterparties under certain of Cellnex's contracts and the environment in which Cellnex expects to operate in the future which may not be fulfilled. All forward-looking statements and other statements herein are only as of the date of this presentation. None of Cellnex nor any of its affiliates, advisors or representatives, nor any of their respective directors, officers, employees or agents, shall bear any liability (in negligence or otherwise) for any loss arising from any use of this presentation or its contents, or otherwise in connection herewith, and they do not undertake any obligation to provide the recipients with access to additional information or to update this presentation or to correct any inaccuracies in the information contained or referred to herein.

To the extent available, the industry and market data contained in this presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. In addition, certain of the industry and market data contained in this presentation come from Cellnex's own internal research and estimates based on the knowledge and experience of Cellnex's management in the market in which Cellnex operates. Certain information contained herein is based on Cellnex's management information and estimates and has not been audited or reviewed by Cellnex's auditors. Recipients should not place undue reliance on this information. The financial information included herein has not been reviewed for accuracy or completeness and, as such, should not be relied upon. Certain financial and statistical information contained in the presentation is subject to rounding adjustments. Accordingly, any discrepancies between the totals and the sums of the amounts listed are due to rounding.

This presentation is addressed to analysts and to institutional or specialized investors only and should only be read together with the supporting excel document published on the Cellnex website. The distribution of this presentation in certain jurisdictions may be restricted by law. Consequently, persons to which this presentation is distributed must inform themselves about and observe such restrictions. By receiving this presentation the recipient agrees to observe any such restrictions.

Neither this presentation nor the historical performance of Cellnex's management team constitute a guarantee of the future performance of Cellnex and there can be no assurance that Cellnex's management team will be successful in implementing the investment strategy of Cellnex.

In addition to the financial information prepared under IFRS, this presentation includes certain alternative performance measures ("APMs"), as defined in the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority on 5 October 2015 (ESMA/2015/1415es). An Alternative Performance Measure (APM) is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. Cellnex believes that there are certain APMs, which are used by the Group's Management in making financial, operational and planning decisions, which provide useful financial information that should be considered in addition to the financial statements prepared in accordance with the accounting regulations that applies (IFRS-EU), in assessing its performance. These APM are consistent with the main indicators used by the community of analysts and investors in the capital markets. The definition and determination of the aforementioned APMs are disclosed in the consolidated financial statements, and therefore, they are validated by the Group auditor (Deloitte).

Nothing herein constitutes an offer to purchase and nothing herein may be used as the basis to enter into any contract or agreement.

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Transaction Rationale

Entering an adjacent market through a partnership with

the Portuguese market leader

Long-term industrial view

Agreement to acquire MEO's national coverage network of c.3,000 sites for an equivalent EV of c.€800Mn

Cellnex to provide further densification

solutions

Solid strategy execution

Expanding our core activity (towers) into an adjacent market with sector dynamics similar to those in Spain

Operational synergies

Enhanced MLA with the Portuguese market leader

Inflation-linked,all-or-nothing renewal

clause, undefined maturity

Innovative deal structure

maximizes firepower

Agreement to acquire a 100% stake in OMTEL (MEO towers) in two separate instalments (2)

Attractive market growth

prospects

Towering market to be developed

Adjusted EBITDA run rate of c.€90Mn (1)

BTS program of up to c.750 sites

Fully compliant with M&A

investment criteria

Fully aligned with Cellnex's strategy and strict financial discipline, applied equally to all opportunities currently being assessed

1. Under IFRS 16; management estimate based on the assumption that all sites that may, subject to certain conditions, be transferred or built under Cellnex's acquisition agreements, purchase commitments and build-to-suit programs are actually transferred to Cellnex or built and transferred to Cellnex by 2027
2. Second payment deferred until December 2027, linked to fair market value

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Key Highlights

	• Agreement to acquire 100% of OMTEL's share capital (MEO towers)
	• Nationwide portfolio of c.3,000 sites (c.60% towers, c.40% rooftops)
	•	Initial customer ratio of 1.25x
Description	•	Additional Build-to-Suit program of up to c.750 new sites (of which 400 contracted)

• Inflation-linkedMaster Lease Agreement with MEO as an anchor tenant
• Initial term of 20 years, to be automatically extended for 5-year periods (all-or-nothing basis) with undefined maturity
• Equivalent EV (100% stake) of c.€800Mn, plus future expansion Capex of c.€140Mn
• • Initial cash-out of c.€300Mn and remaining balance to be paid in December 2027 at fair market value

Key Financials

• Tax deductible: high tax value maximizing tax shield

• Expected Adjusted EBITDA of c.€90Mn (IFRS 16) on a run rate basis and RLFCF of c.€60Mn

• Acquisition to be financed through available cash reserves

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Unparalleled Footprint with Presence in Eight Markets

Largest independent TowerCo in Europe with up to c.58k sites (1), of which up to c.8.3k to be executed through BTS programs, whilst remaining truly independent

Significant expansion of European footprint

Significant Business Risk Diversification

Revenues - Run Rate (5)

c.58k

1,146 Sites (1)

8,008 Sites (1) (2)

sites (1)

919 Sites

13,480 Sites (1)

c.85% revenues

from TIS

TIS

Other

c.85%

c.15%

€2.2Bn

6,118 Sites (1)

3,400 Sites (1)(4)

Adjusted EBITDA - Run Rate (5)

10,354 Sites (3)	14,292 Sites (1)	x	Country Ratings

Cellnex vs. Peers (thousand of sites)

			x8		171
			58
			40
		30
7	22
Cellnex	Inwit	SBA	CC	Cellnex	AMT

c.80% from countries

with sovereign

rating of at least A

c.10%		AA
AAA		c.30%
BBB
€1.7Bn	AA
c.20%	AAA
A		c.15%
		BBB
c.15%	A+	c.10%

2014 (1) Up to 58k sites assuming that all sites to be transferred or built under our M&A contracts are actually transferred or built by each relevant date. Excluding sites not owned; (2) Including c.7,400 TIS sites acquired from Arqiva and excluding c.900 managed sites; (3) Including 1,500 sites acquired from Orange; (4) Including contracted BTS program of 400 sites only; (5) Including future contribution from recent deals, plus contracted perimeter as of Q3 2019. Management estimate based on 2018 revenues and Adjusted EBITDA and including run rate revenues and Adjusted EBITDA contribution under our M&A contracts signed to date, respectively, based on the assumption that all sites that may, subject to certain conditions, be transferred or built under Cellnex's acquisition agreements, purchase commitments and build-to-suit programs are actually transferred to Cellnex or built and transferred to Cellnex, as applicable, by each relevant date

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