Cellnex Telecom : The company sends Chairman´s and CEO Presentation on 2020 AGM 14MB

Franco Bernabè

Chairman

1COVID-19 global scenario

2Highlights 2019

3Corporate governance

4Value creation and responsible management

1COVID-19 global scenario

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

An exceptional context

RESILIENCE

Business

and personal

continuity

DISRUPTION

Health crisis

Social emergency

Economic recession

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Crisis management

Critical

infrastructures

Essential services

24x7

Human

Team

Mobile	Radio &	Emergency
Telephony	TV	Networks

200M users

in 8 countries

Protection of

Contingency

employees

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Lines of action against the crisis

Collaboration with social		Developing solutions in the
entities		emergency phase

Emergency

response

Financing clinical research for the		Support for social action and digital
treatment of COVID-19		inclusion projects

Impact

mitigation

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Macroeconomic environment

World GDP, 4Q-2019 index = 100

Estimated GDP 2020

110

	Projec]on
	November	-14.4%															-11,1%
	2019
		-14.1%															-11.4%
	Single outbreak		-14%															-11.3%
100			-14%															-11.5%
scenario
		-11.5%										-9.1%
		-11.3%										-9.4%
	Scenario with	-10%								-8%
90	2nd outbreak		-10%								-7.7%
			-8.7%			-6.8%
		-8.5%			-7.3%
		-7.6%	-6%

-3.7%-2.6%

80

3Q-2019

2Q-2020

4Q-2020

3Q-2021

-16%

-14%

-12%

-10%

-8%

-6%

-4%

-2%

0%

Spain

France

Italy

United Kingdom Euro area Portugal Netherlands Switzerland Ireland United States World

China

A more complex crisis, more uncertain, genuinely global

Source: OECD Economic Outlook, June 2020

2Highlights 2019

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Solid organic and perimeter growth

+7€Bn

3.7€Bn

+28,000

Investment

New assets

Capital increases

committed

Acquired + Build-to-Suit (BTS)

1.2€Bn

March 2019

2.5€Bn

November 2019

c. 99%

rights subscription

Europe,

a market full of opportunities

3Corporate governance

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Shareholder structure AGM 2019

Other shareholders 49.01%

40 North Latitude

1.01%

Threadneedle Asset Management 2.98%

Wellington Management Group

3.08%

ConnecT

29.90%

Edizione 17.9%

GIC 6.0%

ADIA 6.0%

Criteria

5.90%

Blackrock

4.95%

Canada Pension Plan

Investment

3.16%

Holdings by geographical origin

Holdings by geographical origin of the Free Float

Italy

18%

USA 34%

Spain

7%100%

UK

Rest of the world13% 28%

Spain

2%

USA 60%

Rest of the world
16%	Free Float

60% of

capital

UK

22%

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Shareholder structure AGM 2020 (July)

Edizione

16.45%

Other	GIC
Shareholders	7.03%

49.11%

ADIA 6.97%

Holdings by geographical origin

Canada

5%

Italy

17%

USA

35%

Spain

7%100%

Rest of the world

26%

UK

	Criteria
	5.0%
Capital Research	Blackrock
and Management
Company	4.97%
3.02%

	Wellington Management
Canada Pension Plan	Group
Investment	4.27%
3.15%

Holdings by geographical origin of the Free Float

10%

Spain

2%

USA 58%

Rest of the world	Free Float
60% of
22%
	capital

UK Canada

17% 1%

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Changes in the Board

May 2019

June 2019

July 2019

RESIGNATION	RESIGNATION	APPOINTMENT
• John Benedict McCarthy (P)	• Marco Patuano (P)	• Franco Bernabè (P)
	(Chairman)

APPOINTMENT

• Mamoun Jamai (P)

March 2020

April 2020

June 2020

ASM - July 2020

RESIGNATION	APPOINTMENT	RESIGNATION	• Ratification and
• Carlo Bertazzo (P)	• Christian Coco (P)	• Elisabetta de	re-election of
new directors
		Bernardi (P)

Proprietary (P)

Independent (I)

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Board Structure

7/12

Independent

Directors60%

3/11 (*)

Female directors	28%

6

Nationalities

Experience and knowledge of the sector

Chairman 1

Executive (CEO)

Vacancy

4

Proprietary12

Directors

7

Independents

ACC	4 Directors

• Proprietary

3 Independents

Chairman

x1

ARC	5 Directors

• Proprietary

4 Independents

Chairman

x2

(*) There is currently a Director position vacant

4Value creation and responsible management

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Value generated and distributed to stakeholders

€Mn			c. 452€Mn
			Economic value withheld

Financial expenses 31%

Staff costs 23%

Corporate tax 4%

Regular dividends 4%

Purchases of goods and services 38%

Retained earnings 9%

Amorhsahon 91%

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

CLNX shares and the market

		31/12/2019	1/01/2020 - 20/07/2020
	31/10/2019	CLNX: +95%	CLNX: +49%
	Capital	IBEX 35: +12%
	increase
27/03/2019	2.5€Bn
Capital
increase
1.2€Bn

1/01/2020 - 20/07/2020 IBEX 35: -22%

REVALUATION SINCE IPO

2015-2020

+366% -33%

Cellnex

IBEX 35

SHAREHOLDER ANNUALIZED RETURN SINCE IPO

35%

DIVIDEND

0.03067€/share

Paid on 29th June

Index 1/1/2019 = 100

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Roll-out of the CSR Master Plan 2016 - 2020

93%

Action lines in

process

(vs 90% 2018)

86%

Achievement of

different actions

(vs 70% 2018)

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Advances in ESG indices

2017		53			2017		64
2018			57		2018			67
2019				60	2019				76
	+12%			+19%

									2016
	F	E -	E	E+	EE -	EE	EE +	EEE -	EEE	2017
2018
									2018
2019	F	E -	E	E+	EE -	EE	EE +	EEE -	EEE
									2019

2017		3,6.6
2018
		3,8.8		4.4
2019
					4,4

+22%

B

C

B

C

B

B-

A

C

Cellnex

Average Sector

COVID-19	Highlights 2019	Corporate	Value creation and
global scenario		governance	responsible management

Cellnex, a project with identity

Commitment
	Resilience	Diversity
& empathy		& proactivity	& inclusion

Tobias Martinez

CEO

1Key indicators and figures 2019

2019, a transformational year

31H 2020

4The Cellnex Opportunity

1Key indicators and figures 2019

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Financial indicators: double-digit growth

Income (€Mn)

EBITDA (€Mn)

RLFCF (€Mn)

	1,035.035		686
901	+15%	591	+16%
2018	2019	2018	2019

350

305+15%

2018 2019

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Business indicators: solid growth

Points of	Customer ratio (*)	Evolution of	Sales under contract
Presence (PoPs)		DAS nodes	(backlog) €Bn

					1,995.
	50,057.057		1.,60			+25%	44.,0
	1.55	+3%	1,592
		1.592			+144%
		1,55
		+48%
33,860.
						18.0
						18,0
2018	2019	2018	2019	2018	2019	2018	2019

(*) Like-for-like

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

2019 summary income statement

€Mn		2018		2019
Audiovisual broadcashng infrastructure		233		235
Telecommunicahons Infrastructure Services		586		699
Network services and others (DAS, IoT ...)		82		101
Opera]ng income		901		1.035
Opera]ng expenses		-311		-349
EBITDA		591		686
Non-recurring expenses		-75		-42
Amorhsahon		-403		-501
Opera]ng result		113		142
Net financial profit		-149		-197
Income tax		18		36
Amributable to non-controlling interests		3		9
Comparable net profit		-15		-9

Factors affecting the result

Amortisations +24.3%

Financial costs +32.1%

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

2019: revenue by business line and EBITDA by country

Income by business line

EBITDA by country

Other network services	32%
10% 101€Mn

22%

Audiovisual broadcasting

1.035€Bn

68%

28%

686€Mn

40%

infrastructure

Telecommunications

235€Mn

Infrastructure

services

699€Mn

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

2019: investment applications for the year

Maintenance

Capex

41€Mn

Investment in M&A

3.663€Bn

Expansion Capex

326€Mn

4.030€Bn

Iliad / Salt (FR, CH, IT)	2,770€Mn
Cignal (IE)	210€Mn
Orange (ES)	185€Mn

Build to Suit Programs 230€Mn

Renegotiating lease

contracts45€Mn

Connectivity and energy

efficiencies13€Mn

Others38€Mn

British Telecom (UK)	114€Mn
Site Bouygues (FR)	93€Mn
Others M&A	291€Mn

22019, a transformational year

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Accessibility to financing

Capital	+	Debt
Capital increases	Convertible bond
3.7€Bn		issues
	1.05€Bn
1.2€Bn - March 2019
2.5€Bn - November 2019		200€Mn - January 2019
		850€Mn - June 2019

c. 99% Preferential

rights subscription

>5x Oversubscription

Rating "investment Grade" BBB- (Fitch), BB+ (S&P)

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Inorganic growth

Growth operations January - June 2019

Roll-out 800

new sites in Italy

up to 2025

2019

Acquisition

(between 2020- 2021)

62 "Metropolitan Offices"

in France

Acquisition 2,800 sites	Acquisition 2,200 sites
+ BTS programme	+ BTS programme
500 sites	1,000 sites

May.Jun.

Acquisition 5,700 sites	Marketing and
+ BTS programme	operation rights 220 sites
2,500 sites

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Inorganic growth

Growth operations September 2019 - July 2020

Acquisition 546 sites		FTTA network
+ roll out 600 new	Acquisition
sites (Up to 2027)	1,500 sites	deployment

Dic. 2018

Sep.	Dec.	Apr.
		2020

Integration 7,400 sites	Acquisition 3,000 sites	Acquisition 2,000 sites
+ BTS programme	+ BTS programme
+ marketing rights 900 sites
400 sites	400 sites

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

A growing project

2014

c.	7,000	x9
sites

c. 7,000

sites

+30

agreements

1H 2020

c. 61,000

sites

1,146 13,608

sitessites

8,135 14,491

sitessites

982					10,491
sites					sites

6,118 5,910

sitessites

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Inorganic growth

Cellnex vs. comparable (thousands of sites)

x9

7	22		32	40	61	178

2014

1H 2020

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

2014 - 2027

Income and EBITDA projections

Contribution of income by business lines

Contribution to EBITDA by country

24%

5%

c.85%

2014	c.85%							2014

c.15%

c.15%

95%

76%

x5	"Run rate"	x8	"Run rate"
c. 2.4€Bn	c. 1.8€Bn

TIS

Broadcashng and Network

"Run rate": includes the annualised contribution from acquisitions in 2019 and 2020,

including the roll-out of sites committed up to 2027

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

5 years of Cellnex

31.12.2015 - 31.12.2019

Income EBITDA RLCFC Investments

+69% +82% +80% >14€Bn

Executed and committed until 2027

A European project present in 8 countries, with two growth vectors:

• Deepening internationalisation
• Boosting roll-out of infrastructure and 5G ecosystem

The EBITDA for 2015 (377€Mn) is the result of the company's calculation of the application of IFRS 16, and has not been audited

31H 2020

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

1H 2020, resilient execution

Indicators on the rise		Organic growth

Income:	723€Mn	+48%	PoPs:	+c.60%
				(+c.5% organic)

EBITDA: 527€Mn +64%

DAS nodes: +c.20%

RLFCF: 267€Mn +54%

Backlog: c.47€Bn

(including new agreements)

(Variation 1H 2020 vs 1H 2019)

2020 outlook

EBITDA: [1.16€Bn - 1.18€Bn]

+c.70%

Previous guidance: [1.065€Bn - 1.085€Bn]

+c.60%

RLFCF: >70%

Dividend: +10%

(Variation 2020 vs 2019)

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Financial structure as of June 30, 2020

• Net debt: c.3.5€Bn (excluding IFRS16 adjustments)

• Average maturity: 5.7 years

Treasury

c. 2.8€Bn

Available liquidity 7.4€Bn

• Average cost of drawn debt: 1.7%

• Average cost of total drawn and undrawn

debt: 1.5%

Undrawn Credit

Facilities

c. 4.6€Bn

Maturity

2021 - 2024

Situation prior to the closing of the Arqiva deal in July 2020

Bonds and other

instruments

c. 6.3€Bn

Maturity

2022 - 2032

4The Cellnex Opportunity

Key indicators and figures	2019, a transformational	1H 2020	The Cellnex Opportunity
2019	year

Innovation,

First neutral and

Industrial model and

entrepreneurial culture

independent operator in

partnership with our

and leadership skills

Europe

clients

Rigour in investment			Anticipation: Adding value
criteria			to the 5G ecosystem

Jaime Velázquez

Secretary

Compliance with the Code of Good Governance

60/64 Recommendation

• Recommendation 16:
  Proportional representation of Proprietary Directors out of the total of non-executive Directors
• • In 2019 proprietary directors represented a percentage higher than their shareholding: 4 out of 11 (36% of the Board excluding the CEO vs. 29.9% stake)
  • The CNMV mitigates the strict criterion of proportionality when there are few significant shareholders (6 in the case of Cellnex, with more than 3%)

• Recommendation 48:
  Separation Appointments and Remuneration Commission
• • Not justified by workload
  • A separation may be considered in light of future developments in the Company

Compliance with the Code of Good Governance

60/64 Recommendation

• Recommendation 62:
  Shares given as remuneration may not be sold within a 3-year period
• • Entitlement to shares received by the CEO is generated in a 3-year period, after which they may not be transferred for a further 2 years. This is considered a sufficient period of time in terms of loyalty and to avoid speculation

• Recommendation 64:
  CEO compensation may not exceed 2 years' total compensation
• • CEO compensation is for 2 years
  • In addition to this, there is compensation equivalent to 1 year through the "post-contractual"non-competition agreement

Proposed agreements

AnnualaccountsManagementReport2019

1. Approval of individual and consolidated accounts (financial information)
2. Approval of non-financial information
3. Approval of the proposed application of profits
4. Approval of the management of the Board of Directors
5. Approval to distribute dividend against the issue premium

Directors'remuneration

7. Executive Director's Remuneration

12. Advisory vote on the annual report on Directors' remuneration

Ratificationandre-electionofdirectors

8. Maintain the number of Board members at twelve Ratifications and re-elections of Directors

Re-electionofauditorsforFY2021to2023

6. Re-election of auditors for the Company

The new directors

Franco Bernabè

Mamoun Jamai

•	He combines an extraordinary experience in business leadership at the	•	Senior Portfolio Manager of the Infrastructure Division of ADIA (Abu
	international level with his active and altruistic participation in social and		Dhabi Investment Authority).
	cultural organisations.	•	Director of Infinity Investments SA and Anglian Water Group.
•	As CEO, he has led the restructuring and listing on the New York Stock
•	Before joining ADIA in 2008, he had been part of the Bank of America
	Exchange of Eni, one of the main international oil companies. He was CEO
		Industrial team.
	and Chairman of Telecom Italia, Vice-president of Rothschild Europe,
	member of the board and Chairman of the Audit Committee of	•	Certified Financial Analyst (CFA) and Master in Finance from HEC de Paris.
	PetroChina for 14 years, member of the Supervisory Board of TPG Post
	Group in the Netherlands, member of the International Council of JP
	Morgan. He is a Senior advisor to Barclays Bank.

• He has worked altruistically in the main Italian cultural institutions, as President of the Venice Biennale, MART, the Quadrennial of Rome and the Italian Commission for UNESCO.
• Graduated with honours in Economic Policy from the University of Turin, and Doctor honoris causa in Environmental Sciences from the University of Parma.
• Awarded the Ordine al merito del lavoro by the President of the Italian Republic.

The new directors

Christian Coco

• He is Director of Industrial Investments at Edizione Srl. He is also a director of the companies of Grupo Edizione, Benetton Srl and CEO of ConnecT, as well as non-executive Chairman of Benetton Group Srl.
• He began his professional career in strategic planning in the energy sector and in 2002 he joined Mediobanca as in the procurement financing department. From 2007 to 2011 he worked in venture capital firms, focusing especially on investments in the infrastructure sector in Europe. Until he joined the Edizione Group in 2015, he was head of Planning, Control and M&A of the CIR Group of the De Benedetti family.
• Engineer from the Milan Polytechnic and postgraduate in Public Service Companies from the Milan MIP.

Marieta del Rivero

(renewal)

• She has 25 years' experience in leadership roles in the world of information and communications technology, mobility and the digital services industry.
• She has been Global Marketing Director at Telefónica and CEO of Nokia Iberia, as well as Marketing Director of Amena and Xfera Móviles. She was also a Senior Advisor at Ericsson and President of the International Women's Forum.
• She is currently an independent director of Gestamp Automoción and non-executive president of Pentacom. She is also a member of the advisory councils of the Mutualidad de la Abogacía and the technological incubator "Made in Mobile" and a member of the Board of the Spanish Association of Directors. She is also the Chair in Spain of the International Women's Forum and the Women Corporate Directors Foundation.
• She holds a degree in Economic and Business Sciences from the Autonomous University of Madrid (UAM), AMP from IESE and EP from Singularity University California.

Proposed agreements

AnnualaccountsManagementReport2019

1. Approval of individual and consolidated accounts (financial information)
2. Approval of non-financial information
3. Approval of the proposed application of profits
4. Approval of the management of the Board of Directors
5. Approval to distribute dividend against the issue premium

Re-electionofauditorsforFY2021to2023

6. Re-election of auditors for the Company

Directors'remuneration

7. Executive Director's Remuneration

12. Advisory vote on the annual report on Directors' remuneration

Ratificationandre-electionofdirectors

8. Maintain the number of Board members at twelve Ratifications and re-elections of Directors

DelegationBoardforcapitalincreaseandissuanceofbonds and

fixedincomesecurities

1. Delegation in the Board of the power to increase share capital
2. Delegation in the Board of the power to issue bonds
3. Delegation of powers to formalise all agreements adopted by the General Meeting