Update of Oak Holdings GmbH regarding the 3-months VWAP, the result of the IDW S1 valuation of Vantage Towers AG, a commitment to tender and a purchase agreement

On 9 November 2022, Oak Holdings GmbH (“Bidder”), a wholly owned indirect subsidiary of Vodafone GmbH, announced its decision to make a voluntary public takeover offer to the shareholders of Vantage Towers AG (the “Takeover Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende Stückaktien ohne Nennbetrag) in Vantage Towers AG (registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB 92244; ISIN DE000A3H3LL2; “Vantage Towers Shares”). The Bidder shall become part of a joint venture between Vodafone GmbH and Oak Consortium GmbH, a holding company controlled by funds managed or advised indirectly by Global Infrastructure Management, LLC, and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (“Oak Consortium”). The Bidder intends to offer a cash consideration in the amount of EUR 32.00 per Vantage Share under the Takeover Offer.

BaFin has in the meantime notified the Bidder that the relevant 3-month volume weighted average price for the Takeover Offer amounts to EUR 26.89.

The Bidder today received an expert opinion (“Expert Opinion”) prepared by Grant Thornton AG Wirtschaftsprüfungsgesellschaft (“Grant Thornton”), acting as a neutral expert (neutraler Gutachter) and independent expert (unabhängiger Sachverständiger). The Expert Opinion assigns a stand-alone equity value of EUR 13,580 million to Vantage Towers or EUR 26.85 per Vantage Towers Share. The Expert Opinion was prepared on the basis of a discounted earnings method (Ertragswertverfahren) in accordance with the guidelines of the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer in Deutschland e.V., “IDW”), in particular the IDW standard “Principles for the Performance of Business Valuations” (Grundsätze zur Durchführung von Unternehmensbewertungen) (IDW S 1 in the version of 2008, dated: 2 April 2008, IDW S 1), as of the valuation date (Bewertungstichtag) of 9 November 2022.

Furthermore, on 9 November 2022, Bidder concluded an agreement for the acceptance of the Takeover Offer (irrevocable undertaking) with ANISE ASSET HOLDING PTE. LTD. in relation to its 12,286,625 Vantage Towers Shares (corresponding to approx. 2.43% of the issued share capital and the existing voting rights of Vantage Towers AG).

Moreover, on 14 November 2022, Vodafone Group PLC, a person acting jointly with the Bidder within the meaning of section 2 para. 5 of the Takeover Act, and DLM-TW HOLDINGS S.À R.L. entered into a share purchase agreement for the sale and transfer of all 20,833,333 Vantage Towers Shares held by DLM-TW Holdings S.À R.L. to Vodafone Group PLC at a purchase price of EUR 32.00 per Vantage Towers Share and thus EUR 666,666,656.00 in total; this corresponds to a percentage of approx. 4.12% of the issued share capital and voting rights in Vantage Towers. The sale and transfer was completed on 16 November 2022. Vodafone Group PLC intends to tender all of the 20,833,333 Vantage Towers Shares into the Takeover Offer.

The offer document for the Takeover Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer, respectively, will be published on the internet at

https://angebot.wpueg.de/oak/

The offer document for the Takeover Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Vantage Towers Shares. The terms and further provisions regarding the Takeover Offer by the Bidder to the shareholders of Vantage Towers AG will be set forth in the offer document which will be published following approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Holders of Vantage Towers Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein.

The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Takeover Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Vantage Towers Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Vantage Towers Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions.

This announcement may contain statements about Vodafone GmbH and/or its affiliates (together “Vodafone Group”), KKR & Co. Inc. and/or investment funds, vehicles and accounts advised and managed by any of its subsidiaries (together the “KKR Entities”), Global Infrastructure Management, LLC, and/or its affiliated entities as well as advised and managed investment funds (together the “GIP Entities”) or Vantage Towers AG and/or its subsidiaries (together “Vantage Group”) that are or may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Vodafone GmbH, Oak Consortium and the Bidder caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which Vodafone Group, the KKR Entities, the GIP Entities and Vantage Group operate and the outcome or impact of the acquisition and related matters on Vodafone Group, the KKR Entities, the GIP Entities and/or Vantage Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Vodafone GmbH, Oak Consortium and the Bidder do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Düsseldorf, 7 December 2022

Oak Holdings GmbH

Managing Directors