Consolidated financial statements and the group management report of Oak Holdings 1 GmbH as of 31 March 2025, that includes Vantage Towers AG and which complies with the requirements of Section 291 German Commercial Code

Consolidated

Annual Financial Report

for the year ended 31 March 2025

Consolidated Management Report

Consolidated Financial Statements and Notes

Oak Holdings 1 GmbH Düsseldorf

Consolidated Management Report

Oak Holdings 1 GmbH (hereinafter "Oak Holdings 1") is a limited liability company based in Düsseldorf, registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Düsseldorf under HRB 98913. The company's registered office is located at Prinzenallee 11-13, 40549 Düsseldorf. Oak Holdings 1 is the ultimate controlling entity of the "Oak Group" or the "Group", which was established on 8 March 2023 when Vodafone GmbH transferred its majority shareholding in Vantage Towers AG (hereinafter "Vantage Towers") to Oak Holdings 1 for consideration in new share capital. The Oak Group comprises the parent company, its controlled subsidiaries as well as the Group's investments in associate and joint venture entities, which are accounted for using the equity accounting method. As of 31 March 2025, Oak Holdings holds 89.32% (FY2024: 89.32%) of the shares in Vantage Towers AG.

Oak Group has been established as a strategic joint venture between Vodafone GmbH and Oak Consortium GmbH to primarily streamline their collective engagement with Vantage Towers AG ("Vantage Towers").

The business purpose of Oak Holdings 1 is the acquisition and disposal as well as the holding and administration of investments in other companies as well as the administration of its own assets. Oak Holdings 1 may carry out all business activities directly or indirectly in accordance with such object and may, in particular, acquire or establish other enterprises with the same or a similar object, and it may participate in such companies, especially as a personally liable shareholder (persönlich haftende Gesellschafterin). The company is entitled to set up branch offices in Germany or abroad under the same or a similar name.

The financial year of the company starts on 1 April and ends on the following 31 March. Oak Holdings 1 prepared its consolidated financial statements in accordance with IFRS Accounting Standards as they apply in the European Union.

The sole shareholders of Oak Holdings 1 are (i) Vodafone GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung), incorporated under the laws of the Federal Republic of Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf under HRB 38062, having its registered office at Ferdinand-Braun-Platz 1, 40549 Düsseldorf, Germany ("Vodafone GmbH") and (ii) Oak Consortium GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung), incorporated under the laws of the Federal Republic Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 278102, having its registered office in Munich, Germany ("Oak Consortium"). Oak Consortium is a holding company that is ultimately indirectly jointly controlled by GIM Participation Fund Holding GP and KKR Management LLP as well as KKR SP Limited. As at 31 March 2025 Vodafone GmbH held 50.0% of the share capital and voting rights and Oak Consortium held 50.0% of the share capital and voting rights in Oak Holdings 1.

On 9 November 2022, Vodafone GmbH and Oak Consortium entered into an investment agreement (the "Investment Agreement"). In the Investment Agreement, the contracting parties agreed to create a co-controlled joint venture comprising Oak Holdings 1, Oak Holdings 2, and Oak Holdings ("Oak Holding Companies"), which holds the joint participation of said parties in Vantage Towers (the "Transaction"). For the purpose of creating the co-controlled joint venture, the parties to the Investment Agreement in particular agreed that (i) Vodafone GmbH shall contribute in part through Oak Holdings 1 and Oak Holdings 2 and directly sell and transfer in part its shareholding in Vantage Towers in the amount of approx. 81.72% of the share capital and voting rights in Vantage Towers held at the time of the execution of the Investment Agreement to Oak Holdings, and (ii) Vodafone GmbH shall sell and transfer a certain number of shares in Oak Holdings 1 to Oak Consortium such that Oak Consortium will hold at least approx. 31.6% but not more than 50% of the

share capital and voting rights in Oak Holdings 1. The share transfers constitute part of the execution of the Investment Agreement.

In addition, Vodafone GmbH, Oak Consortium, and Oak Holdings 1 agreed to enter into the Shareholders' Agreement, under which they indirectly through Oak Holdings 1 and Oak Holdings 2 jointly control Oak Holdings based on the principles of "common control by more than one parent company" (Mehrmütterherrschaft) pursuant to section 17 para. 1 of the Stock Corporation Act (AktG) due to the governance of Oak Holdings 1 agreed in the Shareholders' Agreement. The Shareholders' Agreement became effective on 22 March 2023.

Furthermore, it was agreed in the Investment Agreement that Oak Holdings should submit the Takeover Offer to the Vantage Towers Shareholders. The offer document for the Takeover Offer (the "Takeover Offer Document") was published on 13 December 2022.

Lastly, Oak Holdings, Vodafone GmbH, Oak Consortium, and Vantage Towers on 9 November 2022 entered into a Business Combination Agreement which sets forth principal terms and conditions of the Takeover Offer as well as the mutual intentions and understandings of the parties with regard thereto and the future corporate governance structure of Vantage Towers (the "Business Combination Agreement").

Following the completion of the transaction and the settlement of the takeover offer on 22 March 2023, Oak Holdings directly held approximately 89.32% of the share capital and voting rights in Vantage Towers at 31 March 2025.

In July 2024, Vodafone GmbH sold a further 10.33% stake in Vantage Towers to the Oak Consortium, resulting in Vodafone GmbH and the Oak Consortium each holding 50% of the share capital and voting rights in Oak Holdings 1 as of March 31, 2025.

Following the closing of the Oak transaction, the Management Board of Vantage Towers AG, with the consent of the Supervisory Board, approved the conclusion of a domination and profit and loss transfer agreement pursuant to Section 291 AktG between Vantage Towers AG as the controlled company and Oak Holdings as the controlling company on the basis of a draft agreement agreed between the parties.

At the extraordinary general meeting of Vantage Towers AG held in Düsseldorf on 5 May 2023, an updated version of the draft agreement was approved with 98.25 % of the votes.

The domination and profit and loss transfer agreement became effective on 13 June 2023 through registration on the commercial register, with retroactive effect to 1 April 2023.

Following the conclusion and the effectiveness of the Domination and Profit and Loss Transfer Agreement, Oak Holdings will, at the request of any outside shareholder of Vantage Towers AG, acquire its Vantage Towers AG shares in return for a cash compensation pursuant to Section 305 AktG in the amount of €28.24 per share. The annual compensation payment for outside shareholders pursuant to Section 304 AktG will amount to €1.63 gross (€1.52 after deduction of corporate income tax (including solidarity surcharge)) per Vantage Towers AG share.

Vantage Towers is a German stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany, which has its registered seat in Düsseldorf. It is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf under number HRB 92244. Vantage Towers Group comprises the parent company Vantage Towers and its consolidated subsidiaries in other European markets, together with its investments in associate and joint venture entities accounted for using the equity method.

Vantage Towers commenced trading in May 2020 with business operations conducted by Vantage Towers in Germany. Through a series of subsequent linked transactions, Vantage Towers obtained a controlling interest in operations in Spain, Greece, Portugal, the Czech Republic, Romania, Hungary and Ireland, and an interest in tower infrastructure operators in Italy (INWIT) and the United Kingdom (Cornerstone).

The corporate object of Oak Group is the acquisition, leasing, construction, holding, maintenance, management or marketing, leasing out and operation of passive network infrastructure for mobile communications, such as bearing structures of any kind which may be used for the installation of active radio and transmission technology (e.g. antennas, roofs, chimneys or other sites or areas) and any other components of passive network infrastructure, as well as the provision of any services associated therewith (such as building fibre-optic lines, small cells, special event cells and the fiberisation of backhaul).

Oak Group is a leading mobile telecommunications tower infrastructure group with approximately 87,824 macro sites (FY 2024: 86,300) across ten countries in Europe, including its joint venture with Cornerstone and associate investments in INWIT .

As of 31 March 2025, Oak Group employed on average 883 (FY2024: 785) people, excluding equity accounted investments in INWIT and Cornerstone.

The business model of Oak Group combines four key factors:

1. Owning fully integrated nationwide grids that are underpinned by secure, long-term contractual arrangements with a high-quality customer base, including leading mobile network operators (MNOs) in each market1;

2. Controlling or co-controlling towers (except INWIT after termination of a shareholder agreement with Telecom Italia S.p.A.) that are part of the essential consolidated grid of at least two of the largest MNOs in markets where the Vodafone Group has already signed nationwide active sharing agreements, including Spain, Greece, Portugal, Italy, the United Kingdom, and Romania;

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. Being at the forefront of enabling a resilient, inclusive digital society with a clear focus on sustainable infrastructure to minimise environmental impact.

   The Oak Group's portfolio of assets includes towers, masts, rooftop sites, distributed antenna systems ("DAS") and small cells.

   Our assets are supported by long-term contractual commitments with MNOs that largely hold investment grade credit ratings, which provide predictable revenues typically adjusted periodically for inflation. This includes the inflation-linked Vodafone Master Services Agreements (MSAs) with members of the Vodafone Group. Where contracts with other MNO customers are not currently linked to inflation, Oak Group aims to include CPI (Consumer Price Index) escalators in customer contracts as they expire and are renegotiated. Overall, more than 95% of our revenues are linked to inflation.

   ‌1 Source: GSMA Q1 2023

   Business segments for Oak Group

   Following the acquisition, the Oak Group took over the operations of Vantage Towers Group from the date of control, 8 March 2023.

   Operating Segments

   In accordance with IFRS 8 "Operating Segments", Oak Group has identified its operating segments based on the internal management structure and the manner in which the Group's Chief Operating Decision Maker ("CODM") evaluates the performance and allocates resources.

   The operating segments of Oak Group, comprising Germany, Spain, Greece, and Other European Markets, will continue to be reported as business segments for Oak Group. These segments are also reflective of how the management of Oak Group oversees the business.

   1. Germany: This segment mainly comprises the operations of Vantage Towers Group in Germany, the central management functions of Vantage Towers Group together with the Oak Holdings entities domiciled in Germany. Oak Holdings 2 GmbH conducts financial and liquidity management activity for the entire Oak Group.

   2. Spain: This segment encompasses the operations of Vantage Towers Group in Spain.

   3. Greece: This segment encompasses the operations of Vantage Towers Group in Greece.

   4. Other European Markets: This segment comprises Vantage Towers Group's operations in the Czech Republic, Hungary, Ireland, Portugal, and Romania.

In addition to these four operating segments, Oak Group accounts for the results of its equity investments in INWIT and Cornerstone under "Share of results of equity accounted investments" in its consolidated income statement.

As the largest market, Germany comprises 43% (FY 2024: 43%) of total macro sites and 37% (FY 2024: 36%) of tenancies in our consolidated markets as of 31 March 2025. The site portfolio in Germany is well-balanced. The sites have capacity to co-locate additional tenants, and a significant proportion of the sites do not have competitors' sites nearby. As of 31 March 2025, Vantage Towers Germany's portfolio had increased to 20,138 macro sites (FY 2024: approximately 20,000 macro sites) with the overall tenancy ratio growing to 1.30x (31 March 2024: tenancy ratio of 1,26x) on these macro sites. In addition to the operational activities, the central financing of the entire Oak Group is conducted within the Germany segment. Financing activities, including capital procurement and management of financing sources, are attributed to this segment. This means that all significant financing obligations and strategies of the Oak Group are consolidated within the Germany segment.

Spain represents the second largest market, comprising 17% (FY 2024: 18%) of the macro sites and 22% (FY 2024: 23%) of the tenancies in our consolidated markets as of 31 March 2025. The site portfolio in Spain is well-balanced, has capacity for colocation and has only moderate overlap with the site portfolios of its competitors. The portfolio of Spanish sites comprised approximately 8,215 macro sites at 31 March 2025 (compared with approximately 8,300 macro sites as of 31 March 2024), with the ongoing reduction being due to the planned decommissioning of sites resulting from Active Sharing Programs of the Spanish market's MNO customers. In addition to other commercial gains in the market, this has contributed to an overall increase in the tenancy ratio to 1.92x at 31 March 2025 (31 March 2024: 1.91x).

Vantage Towers Greece is the largest telecommunications tower company in Greece by number of sites. Greece is the Group's third largest market, comprising 11% (FY 2024: 11%) of the Group's macro sites and 13% (FY 2024: 13%) of the tenancies in our consolidated markets as of 31 March 2025. The site portfolio comprises 5,087 macro sites at 31 March 2025 in Greece (compared with approx. 5,000 macro sites at 31 March 2024) with an overall increase in the tenancy ratio to 1.79x (31 March 2024: 1.74x).