Vantage Towers AgHAM: VTWR

Annual financial statements and management report of Vantage Towers AG for the fiscal year 2024/2025 ended on 31 March 2025

· Issued by Vantage Towers AG

Annual Financial Report for the Fiscal Year from

1 April 2024 to 31 March 2025

Management Report

Annual Financial Statements

Vantage Towers AG Düsseldorf

Management Report

Company profile Fundamentals of the Company

Vantage Towers AG is a stock corporation under law of the Federal Republic of Germany. The company commenced its business activities in 2020 and is a leading tower company with 20,138 macro sites in Germany. In the reporting year, the average number of employees at Vantage Towers was 456. The company is headquartered in Düsseldorf, Germany.

Business model

Our business model combines four key factors:

  1. Owning nationwide grids that are underpinned by secure, long-term contractual arrangements with a high-quality customer base, including leading Mobile Network Operators (MNO) in Germany1;

  2. Controlling towers that are part of the essential consolidated grid;

  3. Expanding the services offered by a tower company beyond the traditional role of an infrastructure landlord to MNOs to the role of a network enabler for a range of existing and new customers; and

  4. Supporting a resilient and inclusive digital society through the expansion of modern infrastructure with

‌1 Source: GSMA Q1 2024

a focus on environmental sustainability and durability.

Our main business is the construction and operation of telecommunications sites to provide customers with premises, energy management and related services, which in turn provide mobile telephony, voice, data and other services to end customers.

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

Our assets are supported by long-term contractual commitments with MNOs. Most of these have investment-grade credit ratings and provide predictable revenues that are usually regularly adjusted for inflation. This includes the inflation-linked Vodafone Master Services Agreement (MSA) with Vodafone GmbH, based in Düsseldorf, Germany. The site portfolio is well integrated, benefits from the strategic location of its sites and is an attractive potential host for MNO and other customers wishing to expand or densify their netwoks.

Investments

The company holds the equity interest in Central Tower Holding Company (CTHC), Capelle aan den Ijsel (Netherlands, which in turn holds the equity interests in the other European companies.

Products & Innovation

Vantage Towers constantly strives to develop new technical solutions to improve our products and services, as well as to create innovative products with the highest efficiency to fulfil our customers' needs and create future economic benefits.

In addition, we believe that our innovative strength is one of the key enablers to deliver our mission to power Ger-many's digital transformation. For this reason, the Company is working on various innovations to create a sustainable and digital society, as well as to develop new solutions for a world that is rapidly changing with 5G.

In the reporting year, we have initiated and continued the development of the following projects in joint collaboration between the Commercial and Technology teams (which include a product development and a technology innovation team):

  • Digitisation is a key technological initiative for Vantage Towers and is being approached in three aspects:

    1. Digitising the Customer Journey by changing the existent TowerCo customer life cycle;

    2. Digitising our assets to have a complete inventory and reporting (e.g., towers, energy, and other operational KPIs);

      and (iii) Digitising our internal Operational Model which could lead to an increase in operational efficiency.

      Examples of digitisation initiatives are Smart sites (solution to capture real-time data and enable remote controls) and EMF tools (to assess the site lease up potential and improve the overall performance).

  • Smart Cities: Vantage Towers is constantly looking for new ways to maximize the value of our existing infrastructure by evaluating and analyzing data to develop innovative and additional uses for our assets, such as sensors, drone platforms, chargers and backhaul mesh connectivity. Our aim is to make these services available not only to mobile network operators, but also to administrative units, municipalities, citizens, drone operators or other users who could benefit from our infrastructures. In this way, we can increase our sales and drive forward networking and digitalization in Germany and our operations in Europe.

    ‌1 Recharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgrades to existing sites.

    Financial performance system Key performance indicators (KPIs)

    We have designed our internal performance management system and defined appropriate indicators for measuring our performance. Detailed monthly reports are an important element of our internal management and control system. The financial performance measures we use are aligned with the interests and expectations of our shareholders. For measuring the success in implementing our strategy, we use both financial and non-fi-nancial performance indicators.

    Financial performance indicators

    Vantage Towers steers its operations with the following key financial performance indicators.

  • Revenue (excl. pass through): Total revenue excluding pass-through recharged capital expenditure and energy revenues. Recharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgrades to existing sites.

  • Adjusted EBITDA is calculated on the basis of internal reporting. It is calculated from EBITDA (earnings before interest, taxes, depreciation and amortisation), adjusted for revenue from capital expenditure1 and one off non operating costs.

    The key figures described above are or can be so-called financial key figures. Other companies that use financial indicators with a similar designation may define them differently.

    Non-financial performance indicators

    In addition to the above stated financial performance indicators, we use non-financial performance indicators to measure the economic success of business activities.

    The current key non-financial performance indicator is:

  • Tenancy ratio: Total number of tenancies (including active sharing tenancies) on Vantage Towers' macro sites divided by the total number of macro sites. Active sharing tenancies refer to the circumstance that a customer shares its Active Equipment on a site with a counterparty under an Active Sharing Agreement.

In addition, the Company has reported against the following non-financial performance indicators during FY25 and that form part of the internal performance management system :

  • Ground Lease Buy-Out contracts signed: The total number of Ground Lease Buy-Out (GLBO) contracts committed during the year. Through the GLBO programme we are able to reduce our ground lease costs by selectively acquiring land on which our sites are located, or by securing the long-term rights of use (RoU) assets in respect of such land or property on margin accretive terms. Ground leases are our largest efficiency opportunity; the GLBO programme enables us to manage and optimise our future lease costs.

  • Gross committed BTS: This performance indicator measures the number of Build-To-Suit (BTS) sites completed in the year, excluding BTS sites delivered under reseller contracts with Vodafone and BTS sites that are fulfilled with Mobile Radio Towers (MRTs).

Economic report Macroeconomic and sector-related framework conditions Macroeconomic situation

According to the International Monetary Fund (IMF)1, global Gross Domestic Product (GDP) growth is projected to slow to 2.8% in 2025, down from 3.3% in 2024. This deceleration is attributed to escalating trade tensions, notably between the United States and China, leading to increased tariffs and heightened policy uncertainty.

Global inflation is expected to decline gradually, with projections of 5.9% in 2024 and 4.5% in 2025. Advanced economies are anticipated to return to their inflation targets sooner than emerging markets.

In the Eurozone, GDP growth is forecasted at 1.0% for 2025. Germany's economy is expected to stagnate with 0.0% growth, while Spain and Greece are projected to grow at 2.5% and 2.0%, respectively.1

In 2025, the European Central Bank (ECB) continues its monetary policy easing. According to the ECB's macroeconomic projections from March 2025, the deposit facility rate was reduced to 2.5% following a total of eight consecutive rate cuts since June 2024. From today's perspective, further downward adjustments are not expected provided that inflation continues to converge towards the medium-term target of 2%.

‌1 Source: International Monetary Fund, World Economic Outlook Update, April 2025

‌2 Source: European Central Bank, Staff Macroeconomic Projections, March 2025: ecb.europa.eu

The monetary policy easing has led to a noticeable decline in market-based reference interest rates. For example, the 3-month EURIBOR fell from around 3.56% in September 2024 to approximately 2.82% in December 2024. The 12-month EURIBOR also declined during the same period, from 2.94% to 2.44%. For the calendar year 2025, market observers anticipate an average 3-month EURIBOR of about 2.2%.

This development results in a noticeable relief in financing costs and has a favorable impact on the interest burden of the company's loans that are linked to the EURIBOR. 2

Industry environment

The European radio mast infrastructure sector continues to experience growth, driven by increasing demand from mobile network operators (MNOs) for network expansion and densification. This trend is fueled by the rising need for enhanced coverage and capacity to support growing data traffic and the deployment of advanced mobile technologies.

Germany's gigabit strategy, adopted by the federal government in 2022, aims to provide uninterrupted data exchange for mobile users by 2026 and nationwide availability of the latest mobile communications standard by 2030. This € 500 billion initiative is expected to further stimulate demand for 5G sites.

Mobile data traffic in Western Europe is projected to grow at a compound annual growth rate (CAGR) of approximately 14% between 2024 and 2030, increasing from 23 GB per smartphone per month in 2024 to 49 GB by 2030. In Central and Eastern Europe, the CAGR is also expected to be around 14%, with data traffic per smartphone rising from 20 GB to 42 GB over the same period. This growth is driven by improved device functionalities, increased consumption of high-data-intensive content, and a rising average data volume per subscription, particularly due to higher 5G penetration.3

As consumers demand faster communication speeds and higher bandwidths, mobile network operators are intensifying efforts to enhance network quality. According to the GSM Association (GSMA), smartphone adoption in Europe is projected to reach 91% by 2030, up from 83% in 2024. This increase underscores the growing reliance on mobile connectivity and the need for robust network infrastructure to support advanced services and applica-tions.4

With the introduction of each new generation of mobile technologies, users have demanded increasingly data-in-tensive services. As a result, data usage in Europe

3 Source: Ericsson Mobility Report, November 2024

4 Source: GSMA, The Mobile Economy 2025

continues to grow rapidly due to the increasing proliferation of 5G networks and internet-based application.

To expand their networks and improve quality with increasing subscriber numbers and data usage, mobile operators need to maintain effective capacity to ensure network stability and reduce congestion. This, in turn, requires network densification and an increase in lease agreements. Additionally, network densification is a technical prerequisite for the introduction of 5G networks. 5G network coverage is already advanced in several markets, particularly in North America and China. Moreover, more and more network operators are upgrading their existing networks from 5G to 5G Standalone (SA) or 5G-Advanced technology, which requires additional investments in core networks.

According to the GSMA, capital expenditures were at their peak at the end of 2022. The cumulative capital expenditures of mobile operators between 2023 and 2030 are estimated to be $1.5 billion, largely flowing into network expansion1. In Western Europe, the share of 5G contracts was around 41% at the end of 2024 and is predicted to rise to around 92% by 2030. As this development requires network densification, demand for radio mast locations and Points of Presence (PoPs) from mobile operators is expected to continue to increase.1

According to EY-Parthenon's 2024 report for the European Wireless Infrastructure Association (EWIA), the number of towers in Europe is projected to grow annually by approximately 1% to 3% over the next five years. This growth is driven by the increasing demand for enhanced mobile coverage, the rollout of 5G networks, and the need for network densification to support higher data traffic and improved service quality.2

Mobile network operators will also need additional lease agreements to meet short- and medium-term coverage requirements and expansion obligations. In many European markets, national regulatory authorities have introduced corresponding requirements in connection with spectrum allocation procedures. The obligation for mobile network operators to provide network coverage of a certain quality in dedicated areas will positively impact the demand for radio masts.

The mobile industry is increasingly focusing on the deployment of 5G Standalone (SA) and the evolution towards 5G-Advanced.As of December 2024, 60 operators globally have launched commercial 5G SA networks, with Asia Pacific leading the way, followed by Europe. 5G SA networks are pivotal for realizing the capabilities of 5G-Advanced, which is the next phase in 5G technology. 5G-Advanced, part of 3GPP Release 18, introduces enhancements such as improved network performance, energy efficiency, and support for advanced applications like extended reality (XR) and industrial automation. According

‌1 Source: GSMA, The Mobile Economy 2025

‌2 Source: Article "EWIA's 10th Anniversary: Successes celebrated and calls to combat unfair lease aggregation practices"

‌3 Source: GSMA, The Mobile Economy 2024, p. 22, 24

to the GSMA Intelligence Network Transformation Survey 2024, 80% of operators plan to launch 5G-Advanced within two years after the release of its standards.These advancements are expected to drive a new wave of 5G investments, enabling enhanced services for consumers and enterprises alike. The integration of 5G SA and 5G-Advanced technologies will be instrumental in supporting emerging use cases and monetization opportunities across various sectors.3

According to the Federal Network Agency, the expansion of mobile network infrastructure in Germany is progressing steadily in terms of both coverage area and network quality. As of January 2025, 4G coverage extends across approximately 92% of the country's territory, while 5G networks already cover 84.4%. Overall, 98% of the tested measurement points are supplied with either 4G or 5G; fewer than 1% currently show insufficient coverage ("dead zones").

The number of operational mobile sites in Germany is estimated to reach around 83,600 in 2025. For the period through 2030, a recent market analysis forecasts average annual growth of approximately 3.3%. This development reflects the growing importance of nationwide, high-performance mobile networks-particularly in light of data-intensive applications and the ongoing digitalization of the economy and society. 4

The continued high demand for reliable connectivity-es-pecially in rural areas and along transportation routes-as well as regulatory requirements, is prompting network operators to densify existing infrastructure and establish additional mobile sites. Network densification thus remains a key growth driver for passive mobile infrastructure in Germany.

4 Source: Federal Network Agency

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