VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
VodafoneZiggo Open Office
                     14 March 2019

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
Disclaimer
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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
Introducing the Senior Leadership Team

         Jeroen Hoencamp        Ritchy Drost      Marcel de Groot      John van Vianen        Eben Albertyn
                  CEO               CFO           Consumer Director     Business Director   Technology Director

             Robin Clements    Thomas Mulder     Barbara Jongerden     Marieke Dekker          Robin Kroes
         Customer Operations   Human Resources    Legal & Regulatory    External Affairs    Strategy & Integration

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
Key messages
                                                  VodafoneZiggo

                                                    A converged
                                                    NGN leader
        A unique asset in      We have multiple                   We have returned   We have a resilient
        an attractive market   growth levers                      to OCF growth      balance sheet

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
The Dutch market: highly advanced, evolving rapidly to NGN and Convergence

                            Broadband                        Mobile Postpaid                        Pay TV
                           7.5m customers                       15.6m SIMs                      7.5m customers

                                             32% converged                  23% converged                    25% converged

                                   95%                              90%                               95%
                                HH penetration                   Pop. penetration                   HH penetration
                                 +0.5pp YoY                        +3.2pp YoY                        -1.0pp YoY

                           ADSL       FTTH      Cable          Consumer    Business         Cable     DSL     FTTH   Other
                            38%       16%        46%             71%         29%             56%     21%      16%     7%

        Source: Telecompaper market reports Q3 2018

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
Clear rationale for Vodafone and Ziggo to merge

                  Two strong and complementary providers…                                   … combined to create VodafoneZiggo

                                                          +
             • Nationwide 4G coverage                           • >90% NL fixed coverage   • A leading NGN provider
             • #2 mobile provider                               • #1 fixed broadband       • Well positioned to address the growing demand
                                                                  provider in Consumer       for convergence
             • Leading mobile brand
                                           • Leading fixed brand                           • Differentiated through content
             • 1 of only 4 networks in
               Europe rated ‘outstanding’1 • Leading content provider                      • Creating significant synergies (€210m run-rate
                                                                                             savings)

             1.   Based on independent network test scores from P3

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
VodafoneZiggo at a glance

                                                                                                       Revenue market shares1 (%)
                                                                                                       Q4 2018

                                70% of HH use                             8,000                                  Consumer                                Business
                                 at least one                           employees                                FY 2018: €7.2bn                         FY 2018: €2.9bn
                                   product
                                                                                                                    8.5                                     9.1
                                                                                                                                                   9.4
                   5m mobile                      3m broadband                      2.5m fixed phone      15.8
                                                                                                                                   37.8
                  connections                      connections                         connections
                                                                                                                    VZ #1                                   VZ #2          50.6

                                                                                                                                                 30.9

                                                                                                                  37.9
                    4m TV                             Unique                              Exclusive
                  connections                       sports rights                          rights
                                                                                                                          VZ       KPN    TMO incl. Tele2   Other

             1.   Source: Telecompaper Total Comms Q4 report & company estimates (all based on IFRS)

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
We are a purpose led company

                                                  PURPOSE
                    Enjoyment and progress with every connection
                                                      PLAN

                    Live up to the      Put the                Deliver great   Invest for
                  customer promise   customer first             products       the future

                                                      VALUES

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
We are the leading NGN provider…

             Ziggo footprint                             Vodafone footprint

                               • 7.2m homes passed                            • Nationwide 4G
                                 (~92% of NL)                                   coverage

                               • 100% DOCSIS 3.0 with                         • Core 5G ready
                                 >500Mbps
                                                                              • 1 of only 4 networks
                               • c.1m homes DOCSIS 3.1                          in Europe rated
                                 ready with >1Gbps                              ‘outstanding’

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VODAFONEZIGGO OPEN OFFICE - 14 MARCH 2019 - VODAFONE INVESTOR RELATIONS
… enabling Gigabit speeds to all households by 2021

             VodafoneZiggo DOCSIS 3.1 coverage                                  FTTH build¹
             (% of VodafoneZiggo footprint)                                     (% NL households)
                                                                       100%

                                                                                                          ~50%
                                                                                                    37%

                                      17%

                                     Today                            2021e                     Today     2021e

         1.   KPN Capital markets day 2018 presentation and company estimates

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Our convergence strategy is paying off…

             Convergence penetration of BB households                         Convergence penetration of Postpaid SIMs
             (% of VodafoneZiggo broadband customers)                         (% of VodafoneZiggo postpaid SIMs)

                                                                Churn down¹                                             Churn down¹

                                                                      ~50%                                                   ~70%

                                                                  NPS up¹                                                    NPS up¹

                                                                      +15                                                     +17

                                  More than 1m converged households                          More than 1.5m converged SIMs

             1.   FMC vs non-FMC customers

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… supported by our differentiated position

                    Best Network             Best content        Best converged
                                         & viewing experience     propositions

                                            Home of Sports

                 Gigabit speeds in           Ziggo Go app
                 fixed, co-best in
                     mobile                                     Sharing benefits with
                                                                   Red Together
                                            Mediabox Next

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Our commercial performance has improved significantly post merger

             Fixed broadband customer growth                                                                                 Postpaid customer growth
             (RGU’s ‘000s)                                                                                                   (SIMs ‘000s)
                 % of total market net adds                                                                                       % of total market net adds
                                                        Start JV                                                                                                       Start JV
                                                                                                                                                                                                21%

                                                                     78%                                                                                                                        157

                                                                                             63%

                                             22%                       67
                     16%
                                                                                               51                                                                                     5%
                                              42¹
                       35
                                                                                                                                                              0%
                                                                                                                                     (1%)                                             31

                                                                                                                                      (7)                      3

                    2015                     2016                     2017                   2018                                    2015                    2016                     2017      2018

        1.    Reported broadband customer net additions +87k. Adjusted for our Q4’16 free customer upgrade campaign for both fixed telephony & TV customers which accounted for +45k net adds

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Financial performance: all guidance metrics achieved

 OCF back to growth                                     Consistent investment                Resilient balance sheet                    Robust distributions
 OCF YoY growth (%)                                     Capex intensity (%)                  Covenant leverage                          Total shareholder returns (€m)
       Guidance range²                                      Guidance range²                                                                Vendor financing
                                                                                                                                           Guidance range²

                                                                      20.6%   21.5% 20-22%
                                                          19.6%                                                                                 905
                                                1-3%
                                                                                             5.0
                                 0.5%                                                                                                                      701
                                                                                             4.0                    Target net                                      400-600
                                                                                                                    covenant leverage
                                                                                                                    range (4.5-5.0x)
                                                                                             3.0

                   (5.6%)                                                                    2.0

                                                                                             1.0
    (10.9%)                                                                                  0.0
     20161          2017         2018           2019e     2016        2017    2018   2019e      2016         2017       2018                   2017       2018       2019e

        1.   Unaudited proforma growth rate
        2.   Per FY2018 results press release

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Synergy realisation ahead of plan

             Opex and capex synergies
             (€m)                                           • Synergies achieved:
                                                                - FTE reduction
                                               210              - Reduction in joint marketing expenditure
                          50% of                                - IT platforms combined
                        synergies
                         realised                           • Full run-rate synergies to be achieved in
                            105                               2020, one year ahead of original 2021 plan

                                                            • Additional opportunities:
                                                                         Digital transformation

                     Realised (FY 2018)   Original target                Radically simpler
                                              (2021)

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We have a resilient balance sheet

             Total debt¹ to annualized L2Q OCF
             (FY 2018)

                                                                                                                                                                          • No material refinancing needs
                                                                                                                                                                            until 2024 / 2025
                          6.2x
                                                            5.6x
                                                                                             5.0x                            4.8x                                         • Interest rates fixed, FX hedged
                                                                                                                                               Target net leverage
                                                                                                                                               4.5-5.0x
                                                                                                                                                                          • High cash flow generation

                                                                                                                                                                          • Further flexibility through:
                                                                                                                                                                            – OCF growth
                                                                                                                                                                            – Potential tower monetization
                   3rd party debt +                   3rd party debt                  Gross covenant             Net covenant leverage
                                                                                                                                                                            – Working capital initiatives
                   vendor financing                                                      leverage

        1.    Debt is presented on a fully swapped basis and differs from reported debt
        2.    Covenant leverage is defined as 3rd party debt divided by the last two quarters OCF on an annualized basis, adjusted for cost synergies not yet captured, opex related integration costs and capital related shareholder charges

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Key takeaways
                                                  VodafoneZiggo

                                                       A converged
                                                       NGN leader
        A unique asset in      We have multiple                                We have returned   We have a resilient
        an attractive market   growth levers                                   to OCF growth      balance sheet
                                                  Delivering on our promises
                                                       Integration on-track
                                                     Synergies ahead of plan
                                                      Driving convergence

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The Consumer market | leader in total comms

         Fixed market share¹                                                            Mobile postpaid market share¹                                 Total communications market share¹
                                                                       Share                                                                 Share                                    Share
             Revenue (€m)                                             Growth            Revenue (€m)                                        Growth    Revenue (€m)                   Growth
                                                                        YoY                                                                   YoY                                      YoY
                                                                       +0.3pp                                                                                                         0.0pp
                                                                                                                                             -0.5pp
                                                                       +0.2pp
                                                                                                                                                                                      +1.0pp
                                                                                                                                            +1.5pp
                                                                        -0.1pp
                                                                                                                                                                                      -0.9pp

                                                                                                                                             -2.1pp

                                                                                                       VZ   KPN   TMO incl. Tele2   Other

             1.   Source: Telecompaper Total Comms Q4 report & company estimates (all based on IFRS)

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2018 | a more data driven organization, with a greater focus on convergence
                        Implementation of             Opened new Flag Ship store            Converged % of base
                                                                                       Fixed broadband     Mobile postpaid

                                                                                            32%                69%¹

              Advanced data analytics platform to
                 optimise sales and marketing                                                      Churn²
                                                                                            -50%               -73%
               • Central decisioning tool
                                                    TV streaming app available in EU
               • Best/relevant offer across                                                         NPS²
                 channels                                                                   +15                +19
               • Increase in customer lifetime
                 value
                                                                                                   Net adds
                                                                                            +18k               +99k

        1.   Excluding hollandsnieuwe postpaid
        2.   FMC vs Non-FMC customers

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Our converged benefits

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Consumer growth opportunities

                        The new                       Increase household                      Digital
                     TV experience                        penetration                      VodafoneZiggo

                  Mediabox Next

             •   Seamless multi-device platform   •   Increase converged HH’s       •   Increase digital sales
             •   Cloud based services             •   Increase HH SIM penetration       from 25% to 50% in 3 years
             •   Voice controlled, intuitive UI   •   Grow ARPA                     •   Drive customer interactions
             •   4K TV                                                                  through digital channels

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How we position our brands

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The Business market | VodafoneZiggo #2 in both fixed and mobile

             Fixed market share¹                                                                                     Mobile postpaid market share¹
             Revenue (€m)                                                                                            Revenue (€m)
                                                                                              Share                                                   Share
                                                                                             Growth                                                  Growth
                                                                                               YoY                                                     YoY
                                                                                                                                                      -0.0pp
                                                                                               -0.1pp
                                                                                               -0.2pp                                                +1.6pp

                                                                                               -1.8pp                                                 -0.4pp

                                                                                                   VZ   KPN TMO incl. Tele2   Other

             1.   Source: Telecompaper Total Comms Q4 report & company estimates (all based on IFRS)

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2018 | the year of Value Added Services, fixed and convergence
                Value Added Services (VAS)          Fixed               Converged % of base
                                                                   Fixed broadband     Mobile postpaid
                                   +34%            +7.5%
                                                                        40%¹               41%¹
                           Unified Comms      Revenue growth YoY
                         Revenue growth YoY     (SoHo +15% YoY)                Churn²
                                                                        -52%               -62%

                                    IoT       Fixed broadband
                                                                                NPS²
                                   +12%            +15%                 +10                +22

                             Customer base      Customer base
                              growth YoY         growth YoY                    Net adds
                                                                        +32k               +58k

        1.   Of eligible base
        2.   FMC vs Non-FMC customers

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Growth opportunities

   Stabilize mobile              Challenger in fixed              Add value through               Grow VAS
                                                                  converged
   • Leverage Vodafone’s        • Enhance VPN & SDN offers,      • Introduce converged benefits   • Focus on the Digital Workplace
     international footprint      using our HFC capabilities       for other B2B segments
                                                                                                  • Cloud solutions (supported by
   • Introduce ‘Red Pro Team’   • B2B2C solutions in healthcare • Introduce flexible benefits       our IBM partnership)
     to better address the        & hospitality
     SoHo / Small customer                                                                        • IoT: grow services in select
                                • Grow market share with                                            verticals, beyond just
     segment
                                  SD-WAN                                                            connectivity

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IoT case study

                         Dikes

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Our infrastructure is Best in Class

             Infrastructure key metrics

                                                                                    1 of only 4
                     452k                                                           networks in Europe
                Street cabinets                            4,700                    rated Outstanding²
                                                           towers¹      Up to
                             94% of fixed traffic                     1Gbps
                                    runs via fibre                   Mobile speed
                                                                                    Best internet
                                                                                    provider in NL for
                                                                        Up to       9 years in a row³
                                                 C.475
                                            homes / node             500Mbps
                                                                     Fixed speed

         1.   Of which c. 3,000 owned directly
         2.   P3 Benchmark, April 2018
         3.   Tweakers award 2019

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Full digitalization & DOCSIS 3.1 will enable Gigabit speeds on fixed

              Free-up spectrum                 Increase capacity                New technology

                                                         1,200 MHz
                      Analogue TV 10x                                               DOCSIS 3.0 DOCSIS 3.1
                      less efficient

                                                                     Maximum
                                                                                     200Mbps     1Gbps
             1.2m analogue TV viewers                                upstream
                                                                     speed
                                                                     Maximum
                      800k on 2nd/3rd TV set                         downstream       1Gbps      5Gbps
                      400k on prime TV set                           speed

                                               Before      After

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We will enable Gigabit speeds to all households by 2021

             Speed coverage today                                                               Speed coverage by 2021
             (max download speed; % of households)                                              (max download speed; % of households)

              VFZiggo DOCSIS 3.0                                       FTTH & DSL¹               VFZiggo DOCSIS 3.1                        FTTH & DSL¹
                                                                                                                                >50Mbps
                             100%                            >50Mbps                 >500Mbps             100%                              15%
                                                                    25%
                                                                                                                          >100Mbps
                                                                                    37%
                                                                                                                                     10%
                        >500Mbps                                                                        >1Gbps
                                                                                                                                     5%                  50% >1Gbps
                                                                                                                         >150Mbps
                                                                     15%
                                                          >100Mbps
                                                                                                                                      20%
                                                                       10%    13%
                                                                                                                              >200Mbps
                                                                 >150Mbps      >200Mbps

         1.   KPN Capital markets day 2018 presentation

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Preparing for 5G

             5G launch requires spectrum and handsets…         … and we will be ready

                               Spectrum
                                auction                                            Core network
                               700, 1400 &
                                2100 MHz                                           100% 5G ready
                                 In 2020

                  3500MHz                     Handsets                                             Radio sites
                  Spectrum                    First handsets      Transmission                      20% 5G ready,
                   auction                   announced only         40% 5G ready                   initial focus on
                    In 2022                   for 3500MHz                                            main cities

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Technology synergies: simplifying our business

             Infrastructure                      Digital legacy                      One Business Support System

                                                                                              Unify

                                                                                              Derby           Unify
               3rd party   Fibre        Fibre

             • Migrating services to own fibre   • Rationalizing legacy voice        • Successful upgrade of Unify for
               infrastructure                      platforms                           fixed products
             • Project commenced (on-track)      • Full transition to the Vodafone   • Next step: move Ziggo base to
                                                   platform taking place               Unify
                                                 • Opportunity to remove old CPE,
                                                   set-top boxes, tariffs etc

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Revenue trends stabilising despite headwinds

             Revenue
             (Old GAAP)

                                                  (4%)

                             (1.1%)
                                            (0.5%)
                                                            (0.6%)
                                                                                                                       (1%)

                                                                         (1.5%)
                                                                                                                                           +0.5%
                                                                                             (1.0%)
                                                                                                             (0.4%)
                                                                                                                              (0.3%)

                     2016   Regulation   SIM only impact     B2B        Underlying   2017   Regulation   SIM only impact        B2B        Underlying   2018
                             (MTRs &       (Consumer       backbook    performance           (MTRs &       (Consumer          backbook    performance
                            Roaming)         Credit)       repricing                        Roaming)         Credit)          repricing

                                                                                                                                                               36
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Financial performance: all guidance metrics achieved

 OCF back to growth                                     Consistent investment                Resilient balance sheet                    Robust distributions
 OCF YoY growth (%)                                     Capex intensity (%)                  Covenant leverage                          Total shareholder returns (€m)
       Guidance range²                                      Guidance range²                                                                Vendor financing
                                                                                                                                           Guidance range²

                                                                      20.6%   21.5% 20-22%
                                                          19.6%                                                                                 905
                                                1-3%
                                                                                             5.0
                                 0.5%                                                                                                                      701
                                                                                             4.0                    Target net                                      400-600
                                                                                                                    covenant leverage
                                                                                                                    range (4.5-5.0x)
                                                                                             3.0

                   (5.6%)                                                                    2.0

                                                                                             1.0
    (10.9%)                                                                                  0.0
     20161          2017         2018           2019e     2016        2017    2018   2019e      2016         2017       2018                   2017       2018       2019e

        1.   Unaudited proforma growth rate
        2.   Per FY2018 results press release

                                                                                                                                                                              37
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OCF growth and stable capex intensity

             OCF growth (ex. integration costs)                           Capex intensity (ex. integration costs)
             YoY growth (%)                                               (%)

                                                                                            19.6%   19.5%     18.9%
                                                        1.7%

                                               (4.3%)

                              (10.9%)
                                20161          2017     2018    2019                        2016    2017       2018    2019
                                                               guidance                                               guidance
             Reported OCF                                                 Reported
                              (10.9%)          (5.6%)   0.5%    1-3%                        19.6%   20.6%     21.5%   20-22%
             growth                                                       capex intensity

        1.    Unaudited proforma growth rate

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Debt maturity profile

             Debt maturity
             (€bn)

                                • Gross covenant debt of €9.7 billion

                                • Long term, fixed rate capital structure

                                • Average debt duration of 6.7 years

                                • No material maturities until 2024/2025

                                • Average cost of debt 4.6%

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Synergy realisation ahead of plan

             Opex and capex synergies                            Synergies achieved
             (€m)
                                                                 FTE reduction                  Senior management & first wave in all areas

                                                  210            Marketing                      17% reduction in joint marketing expenditure
                          50% of
                         synergies                               IT simplification              First steps in IT rationalisation
                          realised
                                                                 Ziggo MVNO migration           Migration of 210k Ziggo mobile customers
                           105
                                                                 Office rationalisation         Reduction of office locations (16 to 9)
                         25% capex
                                                                 Remaining €105m synergy opportunities
                         75% opex
                                                                 IT simplification        40%   Finalising one BSS/OSS, Office IT, B2B platforms

                     Realised (FY 2018)   New target (FY 2020)   Organisation             20%   Further efficiencies in all areas

                                                                 Network                  15%   Wholesale to own infrastructure, Core network

                                                                 Marketing                15%   Further efficiencies in marketing expenditure

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Regulatory developments

             Spectrum auction     T-Mobile/Tele2 merger   Wholesale cable access

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Regulatory timeline | wholesale cable access

             Projected timeline | If appeal rejected first parties expected to go live in 2020

                                                       Q1 2019             Q2              Q3            Q4          Q1 2020           Q2   Q3

                           Reference offer             First version (indicative prices)

                                                                     Full version published incl. tariffs, SLA & volume commitments
               Timeline
               (VZ view)   Appeal                             Final verdict expected in Q4 2019

                           Negotiations

                           Implementation                                                            After contract signed

                           First customers connected                                                                          During 2020

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