Vantage Towers AG
Dusseldorf
ISIN: DE000A3H3LL2
Securities Identification Number (Wertpapierkennnummer): A3H3LL
Unique identification of the event: 2bc034a896b7ef1lb53c00505696f23c
Invitation to the Annual General Meeting
Dear Shareholders',
We hereby invite you and your authorised representatives2 to the Annual General Meeting of Vantage Towers AG (hereinafter also referred to as the "Company"). It will take place on Thursday, 30 October 2025, 10:00 Central European Time - CET, as a general meeting with physical attendance. The venue of the General Meeting is Gut Dyckhof, Am Dyckhof 3, 40667 Meer-busch.
Agenda
Presentation of the adopted annual financial statements and the management report for Vantage Towers AG for the 2024/2025 financial year as at 31 March 2025 as well as the report of the Supervisory Board
The aforementioned documents are available on the Company's website at https://www.vantagetowers.com/en/investors/annual-general-meeting-en.
The Supervisory Board has approved the annual financial statements prepared by the Management Board; the annual financial statements are thus adopted. Consequently, no resolution by the General Meeting is required under agenda item l.
As the annual financial statements of Vantage Towers AG as at 31 March 2025, prepared in accordance with the provisions of the German Commercial Code (Han-delsgesetzbuch - HGB), do not show any net profit, the agenda of this year's Annual General Meeting does not contain an item requiring a resolution on the appropriation of profits.
Resolution on the ratification of the acts of the members of the Management Board
1 This translation is intended for convenience purposes only and solely the German version of the invitation to and agenda of the Ordinary General Meeting of Vantage Towers AG is legally binding.
2 Here and in the following: male, female, diverse.
The Management Board and Supervisory Board propose that the acts of the members of the Management Board who held office in the 2024/2025 financial year be ratified for this period.
Resolution on the ratification of the acts of the members of the Supervisory Board
The Management Board and Supervisory Board propose that the acts of the members of the Supervisory Board who held office in the 2024/2025 financial year be ratified for this period.
Election of the auditor for the financial year 2025/2026 The Supervisory Board proposes that
EY GmbH & Co. KG Wirtschaftsprufungsgesellschaft, Cologne, Germany,
be appointed as auditor of the financial statements for the financial year 2025/2026.
Election of the Supervisory Board members
The terms of office of all six Supervisory Board members appointed by the General Meeting (Michael Bird, Kash Pandya, Marco Pugliese, Marco Fontana, Alberto Ripepi and Evgenia Zaytseva) expire at the end of the Annual General Meeting on 30 October 2025. The General Meeting therefore has to elect six new Supervisory Board members.
Pursuant to Sections 95 sentence 2, 96 (l) last alternative, 101 (l) German Stock Corporation Act Aktiengesetz - AktG) in conjunction with Article 9.1 of the Company's Articles of Association, the Supervisory Board of the Company is composed of six members elected by the General Meeting. The General Meeting is not bound by nominations.
The Supervisory Board proposes to elect
Michael Bird, Finance Director, Vodafone Investments at Vodafone Group Plc, residing in London, United Kingdom,
Kash Pandya, Non-Executive Director, James Fisher & Sons Plc, residing in Dubai, United Arab Emirates,
Guillaume Boutin, CEO Vodafone Investments at Vodafone Group Plc, residing in London, United Kingdom,
Marco Pugliese, Partner, Investment Team at Global Infrastructure Part-ners/Blackrock, residing in London, United Kingdom,
Marco Fontana, Managing Director, KKR Infrastructure (KKR & Co. Inc.), residing in London, United Kingdom, and
Alberto Ripepi, Group Chief Network Officer, Vodafone Group Plc, residing in Milan, Italy,
as member of the Supervisory Board for the period from the end of the General Meeting on 30 October 2025 until the end of the General Meeting resolving on the ratification of the acts of the members of the Supervisory Board for the financial year 2027/2028.
It is intended to conduct the elections as individual elections.
The candidates have confirmed that they are able to devote the time expected for the position. The curriculum vitae of each candidate is set out below in Section "Additional information on item 5 of the agenda: Election of the Supervisory Board members" following this agenda.
Additional information on item 5 of the agenda: Election of the Supervisory Board mem- bers-
Michael Bird
Place of residence: London, United Kingdom
Profession practiced: Finance Director, Vodafone Investments at Vodafone Group Plc Education
2001 - 2004: Bachelor of Science (First Class) in Mathematics, Operational Research, Statistics and Economics, University of Warwick
2007: Qualified as Chartered Accountant, ICAEW
Professional career2004 - 2008: Manager, PwC
2008 - 2010: Assistant Secretary, UK Takeover Panel
2011- 2015: Vice President, Morgan Stanley
2015 - 2019: Group Mergers & Acquisitions Executive, Vodafone Group Plc 2019 - 2024: Group Mergers & Acquisitions Director, Vodafone Group Plc since 2024: Finance Director, Vodafone Investments, Vodafone Group Plc
Kash Pandya
Place of residence: Dubai, United Arab Emirates
Profession practiced: Non-Executive Director at James Fisher & Sons Plc. Education
1988: De Montfort University, United Kingdom, BEng (Hons), Technology Engineering
1991: University of Coventry, United Kingdom, MPhiI, Manufacturing Professional career
1989 - 1991: Ford Motor Company, Senior Engineer 1991- 1994: ISL, Business Unit Manager
1994 - 1996: General Electric, Manufacturing and Quality Manager, Lighting Division
1996 - 1999: Caradon Plc, Director of European Operations, General Manager Radiator Division
1999 - 2003: APW Inc, President Europe, Asia & South America, Managing Director, Enclosure Systems Europe
2004 - 2005: Johnstone Group Plc, Chief Executive
2005 - 2013: Aggreko Plc, Divisional Managing Director, Board Member 2013 - 2015: Ainscough Crane Hire, Chairman
2015 - 2022: Helios Towers Africa, Chief Executive Officer (CEO) and Deputy Chairman
2022 - 2023: Chairman, Climate Impact Partners (CIP)
since 2021: James Fisher & Sons Plc., Non-Executive Director
Guillaume Boutin
Place of residence: London, United Kingdom
Profession practiced: CEO Vodafone Investments at Vodafone Group Plc Education
1997 - 1999: HEC Paris alumni, "Grande Ecole" program 1994 - 1997: Telecom SudParis, Masters in Engineering
2008: INSEAD "Building the Future", Vivendi program for top talents 2016: The Marketing Academy
Professional career
1999: Roland Berger & Partners - Paris, France (internship)
2000 - 2003: Instranet - New York, NY (USA)
2003 - 2008: Chief of Staff of the CEO, SFR Group
2008 - 2012: Chief Financial Officer (CFO), SFR Group 2012 -2015: Chief Marketing Officer (CMO), SFR Group 2015 - 2017: Chief Marketing Officer (CMO), Canal+ Group 2017 - 2019: CBU Chief, Proximus Group
2019 - 2025: Chief Executive Officer (CEO), Proximus Group
since 2025: CEO Vodafone Investments and Member of the Group Executive Committee at Vodafone Group Plc
Marco Pugliese
Place of residence: London, United Kingdom
Profession practiced: Partner at Investment Team at Global Infrastructure Part-ners/Blackrock
Education
2002: LUISS - University of Rome, Italy, Degree in economics and finance 2005: Oxford University, England, Master of Business Administration Professional career
2001- 2004: McKinsey & Company Rome, Associate
2005 - 2018: Bank of America Merrill Lynch London, Managing Director, TMT Group (2015-2018) and Managing Director, M&A Group (2005-2014)
2019 - 2021: OMERS Infrastructure (f.k.a. Borealis Infrastructure) London, Managing Director since 2021: Global Infrastructure Partners London, Partner
Marco Fontana
Place of residence: London, United Kingdom
Profession practiced: Managing Director at KKR Infrastructure (KKR & Co. Inc.)
Education
2006: Bocconi University of Milan, Italy, Undergraduate degree in Finance
2008: Bocconi University of Milan, Italy, and HEC Paris, France, Master of Science in Finance 2008: INSEAD, France, Executive Training Corporate Finance and Capital Markets