Consolidated Management Report Consolidated Financial Statements

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Interview with President and CEO

1. Interview with the President and CEO.............................. 3

Long-term cooperation, the road to growth............ ............... 4

2. 2020: Persevere on the road of transformation............................... ............ ...... 8

A leader in European telecommunications infrastructure.............................. .......... 10

3. Show yourself and act with integrity... 56

Global Management System and Risk Management............................ ......... 78

4. Cultivation of talents, diversity and inclusion... ....................... 117

5. Become a promoter of social progress... … 146

Managing the impact of our infrastructure ... 158

6. Develop with a long-term sustainable environmental approach........................................ .............. 163

Monitor and manage major risks, opportunities and the environment

Carbon Footprint and Climate Change... ........ ……………… 176

7. Expand our commitment to the value chain......................................... ............ 184

8. Basis for the preparation of this report... .......... ...... 203

Annex 7. Independent Limited Verification Report... .......... 274

Annex 8. Corporate Carbon Footprint Certification... .......... 275

Comprehensive Annual Report Comprehensive Management Report

Interview with President and CEO

Comprehensive Annual Report Comprehensive Management Report

Interview with President and CEO

2020 is characterized by the historical health, social and economic chaos caused by COVID-19. These circumstances force everyone to take a big step forward in digital communication. Digital communication is not only a basic tool of business, but also a basic tool of social relations. How would you summarize the impact of the pandemic on Cellnex?

BERTRAND KAN COVID-19 has brought catastrophic consequences to the lives of individuals and companies, including casualties, work, business and social activities. We are very fortunate because the telecommunications sector, especially infrastructure, has enhanced the resilience of the entire society, especially enterprises, and has played a key role in mitigating the impact of the crisis. In general, network and infrastructure operators have managed to increase capacity, thanks to large investments in unprecedented network deployments in recent years. Fiber optic connections and high-speed mobile technology have exponentially increased data consumption. In a period of historic isolation, this connectivity facilitated the closeness of individuals and professionals. Cellnex has benefited from and contributed to this digital transformation, most of which may continue to exist.

TOBIAS MARTINEZ We support our customers and let them in turn provide services to users around the clock, reinventing network control activities from one day to the next. For example, in Spain, we have transformed from two large control centers in Madrid and Barcelona to 200 small nodes distributed in the homes of employees responsible for ensuring the operation of the network. We have fundamentally changed the way we work, while ensuring the continuity of services provided by pre-pandemic standards.

During the pandemic, radio and television signal transmission and control services are also particularly important to people. Due to the desire for information, the ratings have reached a record high.

Although our growth business has not only been unaffected, but has increased, we have noticed that due to difficulties related to lock-in, some daily processes have slowed down to a certain extent. There are occasional delays and delays in obtaining licenses, such as the second digital dividend or spectrum auction. However, we have exceeded the goals we set for ourselves at the beginning of the year, including reviewing the guidelines when we released our half-year results.

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Interview with President and CEO

Which key indicators will you highlight for this fiscal year?

TM As I said, we improved our forecasts this year and were able to end the year with 55% revenue growth, 72% EBITDA and 75% recurring cash flow growth. This result reflects a significant increase in the company's surroundings, which responds to the growth dynamics in 2019, just as we will see some businesses reflected in 2021 and 2022, such as the announcement in 2020 with CK Hutchison in six National agreement. However, in addition to expansion, we also managed to maintain the organic growth rate at around 5.5%, so in terms of performance, our fiscal year performed well.

Since your IPO, we have heard you talk about integrated acquisitions, but your

M&A activity is simply frenzy...

TM Obviously we have not given up on our growth goals. But I want to make it clear that in our model, integration itself creates inorganic opportunities. We have repeatedly reiterated that we are not financial investors, but insist on our role as industrial partners. Our long-term relationship with customers ultimately drives our growth momentum in mergers and acquisitions. Many procurement operations are based on our strategic relationship with them. In fact, more than half of the 25 billion euros we invested

In the five years since the IPO, we have been committed to strengthening our relationship with the customers who asked us to work with them. These investments allow us to grow in new markets and expand in other markets where we already exist.

BK We started early in 2020 and announced on January 2 the acquisition of Portugal's OMTEL through new partners and geographic markets. We acquired NOS Towering from Portuguese mobile operator NOS in April to strengthen our position in the country. This summer, we completed the acquisition of Arqiva's telecommunications tower business in the UK. In addition to these acquisitions, we continue to invest in our customer relationships, as Tobias has already mentioned, including the February agreement with Bouygues to provide fiber optic connections in France, the 800 million euro investment with Iliad in Poland and last year’s Not least, this is the largest acquisition in our short history, acquiring CK Hutchison Holdings' European towers in six countries in a transaction of 10 billion euros.

TM's last three businesses reflect our industry vision very well, because they are directly based on trust relationships with customers, which are based on customers' experience in recent years, and hope to work with us to manage the infrastructure of the markets in which they operate. This strengthens our position as a strategic element and partner in its value chain.

For example, our relationship with Hutchinson started one month before the IPO in 2015, when we acquired 7,500 Wind sites in Italy shortly before integrating into WindTre.

Therefore, the five-and-a-half years of service provision enables Hutchinson to negotiate with us exclusively for global cooperation projects in the six European markets we refer to.

In this alliance, we have carried out a balanced integration in our three existing countries-Italy, the United Kingdom and Ireland-and with the help of three new markets-Austria, Denmark and Sweden-with the help of strategic partners With the help of, we have become our partners. The biggest customer.

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Interview with President and CEO

In terms of your diversification and innovation policy, what do you think is the most important milestone this year?

TM In terms of geography, we continue to diversify by market. At the end of 2019, we started operations in seven countries/regions. One year later, we are expected to operate in 12 countries/regions. This is a very important milestone in the diversification of the market and customer base.

For example, the integration of Metrocall and other businesses in the Madrid metropolitan transportation system, by strengthening our commitment to the connectivity of the main transportation network, combining diversification and innovation, similar to our Milan and Brescia subway project network in Italy, or recently in The Netherlands is used in the country's railway network.

In general, from an innovation point of view, we continue to bet on 5G carriers as an element to revitalize the industry. We are developing the capabilities, expertise and technical knowledge to use the necessary skills to implement private or corporate indoor networks, and to manage operations from the port of Bristol to Spanish transnational chemicals through interesting international pilot projects. We will increasingly see how private 5G networks in industrial environments will not only increase their productivity, but will also promote the promotion of this technology.

Our commitment to innovation also has a seed capital aspect in start-ups in activities that we believe have potential for our business area. This year, we invested in companies operating in two key complementary elements of the 5G infrastructure ecosystem: Long Term Evolution (LTE) private networks and edge computing. We acquired Edzcom, a Finnish company focused on the private network field, and participated in a round of investment in Nearby Computing.

In a difficult year for many listed companies, Cellnex went counter-cyclically and its stock price rose by 38%. After raising a total of 3.7 billion euros through two rights issues in 2019, you completed the largest capital increase to date, and another 4 billion euros were heavily oversubscribed in August 2020. How far can you go?

The timing of BK Cellnex's 2015 IPO was accidental, as the European telecommunications market was ready to restructure the operator’s balance sheet and sell tower assets. As a professional tower operator, Cellnex has worked closely with mobile operators to acquire and expand the tower portfolio spanning 12 countries in the past five years. Despite rapid growth, financial discipline has always been the key to our strategy; as long as we have opportunities to create value to grow our business, we will raise the equity and debt needed for growth. We are fortunate to have strong support from shareholders and the capital market for our strategy, and hope to continue to bring them strong performance.

What can we expect from 2021? Will it be more challenging?

BK Our greatest wish for 2021 is to reach the turning point of the pandemic crisis. Therefore, we hope that the world can return to a certain normal in society and working life. Cellnex will continue its growth strategy, which may become more challenging as more operators enter the European market. We are optimistic about the continued demand for tower infrastructure across Europe, a trend that is further promoted by the accelerated digital transformation. On the macro level, it is hoped that 2021 should be the turning point of GDP, and there will be significant growth after the activity level is restricted in 2020. We are optimistic that the overall GDP and capital market background will maintain a positive attitude towards Cellnex's business and strategy.

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Interview with President and CEO

TM Our top priority this year is to integrate growth projects, which is an essential element of our success. In recent years, we have accumulated rich experience in smooth team interaction to ensure the expected return on investment.

As for the rest, from a strict Cellnex dynamic, we hope that our performance will be at least the same as in 2020, and we can continue to execute growth projects, although 2019 and 2020 will be a difficult period to follow in terms of acquisitions .

Considering that we have successfully achieved the 2020 goal, the normalization of economic and social activities will allow us to regain some momentum for organic growth.

When large investors attach great importance to corporate social responsibility, values, sustainability and a sense of mission seem to have become one of the company's hallmarks. Can you summarize this year's activities in this area?

BK In fact, we cannot regard ESG (Environmental, Social Responsibility and Governance) as something independent of the company's daily management. The board of directors is increasingly investing time and resources to ensure that Cellnex operates responsibly in every key aspect. To this end, we have expanded the functions of the previous appointment and remuneration committees, now under the name of sustainable development, to monitor and propose policies on ESG issues. We finalized the 2016-2020 corporate social responsibility master plan, covering more than 90% of the strategic goals, and approved a new plan for 2021-2025 in December, which contains clear actions related to the United Nations Sustainable Development Goals (SDG) .

In addition, in the management structure, we have established an ESG Executive Committee to coordinate and implement established actions. These include areas and functions such as talent management and equality, diversity and inclusion policies; actions related to environmental and climate change strategies are in line with the goals of the science-based goal initiative. We are committed to finding business operations that are beneficial to our shareholders and the society as a whole.

TM The year we summarized this year gave us a unique opportunity to demonstrate our values ​​and social commitment in this regard. In the board of directors, we approved the "Cellnex COVID-19 Relief Plan", which is an international pandemic assistance fund of 10 million euros. Half of the donated funds are used for a health research project involving cellular immunotherapy in French, Italian and Spanish hospitals. The project not only shows very promising results in the treatment of COVID, but may also be applied to other immune diseases, even with For tumor therapy.

The second part of the donation is used for social action projects in cooperation with NGOs to help disadvantaged people and groups in the countries where we do business

In 2021, we will launch the Cellnex Foundation to express our awareness of the company's social impact. This will include projects aimed at achieving such things as bridging the digital divide, whether for social or territorial reasons, betting on entrepreneurial talent or training and promoting STEM careers, among other initiatives.

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2020: Stick to the path of transformation

2. 2020: Stick to the road of transformation

Comprehensive Annual Report Comprehensive Management Report

2020: Stick to the path of transformation

Comprehensive Annual Report Comprehensive Management Report

2020: Stick to the path of transformation

Sites are located in 11 European countries

European Telecom Infrastructure Leader

Cellnex Telecom, SA (a company listed on the stock exchanges of Barcelona, ​​Bilbao, Madrid and Valencia) is the parent company of a group in which it is responsible for companies in different business lines and geographic markets. The sole shareholder and major shareholder of the group. The Cellnex Group provides services related to infrastructure management for terrestrial telecommunications through the following business units: telecommunications infrastructure services, broadcasting infrastructure and other network services.

Cellnex has successfully become a leading neutral 1 European telecom infrastructure operator, with up to 61,108 infrastructures in Spain, Italy, France, Switzerland, the Netherlands, the United Kingdom, Ireland, and Portugal (excluding the projected rollout to 2031), Finland, Austria and Denmark. As of December 31, 2020, the Group managed a combination of 58,104 sites and 3,004 nodes, for a total of 61,108 infrastructures. This business model is based on innovative, efficient, sustainable, independent and high-quality management, creating value for shareholders, customers, employees and all stakeholders. In addition, the group is Spain's main broadcasting infrastructure provider, with a majority share in the national and regional markets.

Cellnex is listed on the continuous market of the Spanish Stock Exchange and is part of the selective IBEX 35 and EuroStoxx 600 indexes. It is also part of FTSE4GOOD,

CDP, Sustainalytics and "Standard Ethics" sustainability indicators. In the first half of the year

After the semi-annual index review in May 2019, Cellnex Telecom (CLNX SM) was added to the MSCI Europe Index in 2019.

1 Neutral: No mobile network operator as a shareholder has (i) more than 50% of the voting rights or (ii) the right to appoint or remove most board members. Loss

The neutral status of the group (that is, having one or more mobile network operators as important shareholders) may cause the sellers of infrastructure assets to be unwilling to establish new joint ventures, mergers, sales or other arrangements with the group (also affect the group’s organic Growth) company). As the group expands, management expects that large mobile network operators may cooperate with the group in a variety of ways, such as selling their websites or other infrastructure assets to Cellnex, including in exchange for shares, which may have a negative impact on the group. Business and its prospects because such transactions may affect the neutral view of the Group.

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The COVID-19 pandemic is an extraordinary phenomenon that has killed a large number of people worldwide and is affecting its core society and economy. In 2020, COVID-19 affects almost all countries and more than 50 million people worldwide.

Likewise, the pandemic is changing the way people work and do business, study or interact at a dizzying rate. In this situation, people all over the world rely on technology for information, social distancing, and work from home.

Maintaining connectivity has never been more important, not only in the many entertainment options available through streaming or social networks, but also in meeting the course needs of millions of students through instant audio, providing information or maintaining work, family or relationships The choice and relationship aspect-visual communication. Here, telecommunications infrastructure plays an important role.

As a telecommunications infrastructure operator for radio and television (DTT), voice and data, as well as communications networks for security forces (police and fire brigades) and emergency (medical and maritime rescue), Cellnex Telecom ensures 24/7 service continuity , Serving more than 200 million people in Europe.

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2020: Stick to the path of transformation

When Spaniards are confined at home, the only source of entertainment and information is television, radio or the Internet. Cellnex Spain’s technicians leave their homes to take care of and maintain the broadcasting center for services that keep a large population informed and connected.

Central Area Manager Cellnex Telecom

Guarantee the provision of key services

In Cellnex Spain, approximately 150 engineers and approximately 50 technicians perform basic tasks in the Service Operation Center (SOC) to ensure 24/7 service continuity, assess network status, data transmission, DTT operation, and provide fiber or radio customers IT security for digital radio or own facilities and third-party network services.

Another basic service is maritime communications. Cellnex has been operating under the public order of the Spanish government for ten years. The company provides uninterrupted radio coverage to 35 stations distributed throughout the territory to aid navigation and safety, and three territorial centers (Coruña, Valencia and Las Palmas) on each coastline. This is an essential service that provides weather data or information about possible accidents, and communicates with ships directly in contact with maritime rescue.

All these actions are in line with the personal and corporate connection agreements signed in March 2020 with the Spanish Ministry of Economic Affairs and Digital Transformation and other relevant operators in the industry (such as Telefonica, Vodafone, Orange or MasMovil).

This agreement supplements Royal Decree No. 8/2020 of March 17, 2020 on special emergency measures to deal with the economic and social impact of COVID-19, to encourage operators that sign the agreement to make voluntary commitments to ensure -19 Crisis; especially in terms of networks that support emergency services.

After careful consideration and consideration of the special COVID-19 crisis situation, Cellnex decided to help its customers improve coverage and overcome the congestion problems they faced, which was based on the significant increase in data consumption caused by this crisis situation. In this regard, Cellnex provides its customers with a grace period of 2-6 months for all new configurations of the Cellnex site.

Like all major companies, Cellnex has a reliable emergency plan, but as happens with all major companies, reality goes far beyond the most pessimistic scenario of any hypothetical emergency.

In this special case, Cellnex has developed a global emergency plan to ensure the continuity of critical services for Cellnex and its suppliers in all countries/regions and Spain's critical infrastructure. In addition, Cellnex has developed an enterprise-level recovery plan, which has been implemented in all countries/regions.

The Cellnex Group has established two committees to respond to crisis situations to ensure the provision of key services:

• The local crisis committee reports daily to the global committee

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The communication flow is crucial in the early stages of a crisis, because it provides clear information to the local management team that both the local management team and the company are aware of the impact on the team and are interested in providing as much help as possible and complete control The company’s response to rapidly changing conditions.

Trevor O'Rourke, Director of National Economics and Management Control

Cellnex through cooperation

Since the beginning of the pandemic, Cellnex's top priority has been to ensure the health and safety of its employees. As a result, their 1,955 employees in Europe who are not part of the operations team have been working remotely since the second week of March, the week before the Spanish government forced the company to work remotely.

Therefore, most of the training is conducted online, and virtual meetings are held regularly as a different element from the previous year. This way of working can change the way of thinking, enabling companies to change their way of thinking and keep up with the times by using online platforms to hold meetings, and become more cooperative and flexible in our relationships.

In addition, in Spain, Cellnex has implemented a specific action plan that includes health, organization, and risk prevention/H&S measures to reduce the risk of infection in accordance with the COVID-19 safety protocol. The program has obtained TÜV Security Agreement 19 certification for the company headquarters and Spanish business units in their territorial headquarters.

Chapter 5 explains this information in detail: 5. Become a promoter of social progress.

Social Response: Cellnex's COVID-19 Relief Program

In the face of the unprecedented crisis caused by COVID-19, Cellnex took active actions to allocate a large amount of resources and specific actions on social affairs (cooperating with hospitals in Spain, Italy and France, as well as other actions in different countries of the group) to reduce the impact of the epidemic . This cooperation is just another expression of the company's sense of mission, which goes beyond our responsibility to ensure stable and healthy returns for shareholders and investors.

In response, the company has set up a number of cooperative projects in the countries where it operates under the "Cellnex COVID-19 Relief Program" project. The funding for 2020-2021 is 10 million euros, of which 5 million euros are dedicated to medical research and 5 million. Used in social action projects, paying special attention to the most vulnerable and exposed groups and populations, and promoting digital inclusion. This information is explained in detail in Chapter 5: Becoming a promoter of social progress.

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Historical timeline of Cellnex's business model

Comprehensive Annual Report Comprehensive Management Report

2020: Stick to the path of transformation

Standardize company processes

Enable pan-European telecom infrastructure platform

Since its IPO in May 2015, Cellnex has carried out many growth projects involving company and website acquisitions. As a result, in the past five years, the company has gone from operating in a single country (Spain) to operating in ten countries, from a de facto single product company to a multi-product company, and its scale has expanded by five and eight assets under management. , Thus becoming the world's second largest wireless telecommunications infrastructure operator.

In addition, according to the last acquisition in 2020, Cellnex will enter two new markets: Poland and Sweden, which will expand the company's geographic coverage. This will also cause Cellnex to expand its influence in major markets such as Italy, Ireland and the United Kingdom, where the number of assets under management will double.

In this case, Cellnex has an industrial model, which is a method developed by the company to standardize the company's processes, thereby facilitating country/regional integration within the company's procedures. This approach has been adapted to each integration, allowing rapid deployment of multidisciplinary integration teams and ensuring business continuity, while supporting expected growth.

Cellnex's industrial model is implemented in all Cellnex business units and fields.

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Six integrated parallel development

Together with the industrial model, a new relationship and function model is designed, under which functions related to different company domains are defined to achieve a homogeneous and extensible relationship model for establishing a reference function framework. In this regard, the main tasks formulated are:

• Update the company's functions and its relationship with the country.

• Reorganize functions and fields according to new organizational changes.

• Analyze and optimize the possible overlap of functions between different company areas.

• Identify potential areas for improvement.

After these models are defined, the differences between the Cellnex industrial model and the new business unit process can be identified more quickly, and the benefits and impact of each identified gap can be better understood to determine its relevance.

The development of the Cellnex industrial model allows six integrations to run in parallel.

In 2020, integration will take place in France, Portugal, the Netherlands, Ireland, the United Kingdom and Finland.

In this regard, different tools have been developed for each pillar of the industrial model:

Salesforce is the main tool in Cellnex's business process. The business team can manage the entire sales cycle with customers, from the generation of potential customers and monitoring of business activities to the preparation of business quotations and the end of sales.

The main advantages of this system are:

• Improve business efficiency.

• Improve the visibility of strategic decisions.

• Better ability to identify best practices and promote them to various markets.

• Real-time cross-market product/business line information.

• Global account visibility and management.

Agora is a system that supports most of the operations of the TIS business and is expanding to other businesses. The tool will be implemented in France, Spain and companies in 2020, and it is expected to be implemented in the entire group in 2021. It is worth highlighting the following characteristics:

• Homogenization among all business units.

• Scalable to adapt to new business needs.

• Integration with other company processes (such as finance, purchasing, or sales).

• Connect to customers and suppliers.

• Can be quickly deployed and adapted to national needs.

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Launched a back-end system based on first-class ERP. Among other processes, it allows integrated management of financial, purchasing, and field processes. It is worth highlighting the following benefits:

• Real-time release of economic events.

• Standardization of financial and procurement processes.

• Local integration of landlord contracts.

• Advanced IFRS16 automatic calculation.

In the global governance part of the Cellnex transformation plan, the PRIME project initiative was put forward, the main goal of which is to define and implement a new industrial model for the group's accounting and administrative functions. The PRIME project defines a homogeneous and scalable model for all countries, which can improve efficiency and absorb the rapid growth of the group.

The project started in 2018 and defined a common goal model from the perspectives of processes, policies, systems, and organizations. The defined model includes outsourcing administrative and low value-added activities to external partners while maintaining the highest value-added activities and their internal control within the organization. In 2020, the project will be led by horizontal teams from companies and countries in finance, IT, and organizations. This model has been successfully implemented in the six countries of the Cellnex Group (Spain, the Netherlands, the United Kingdom, France, Switzerland, and Italy) and is expected to continue in 2021, including new countries and companies that have recently joined the group.

The project includes transforming the procurement function by introducing IT tools that support such processes to standardize and optimize procurement processes between Cellnex Groups, thereby increasing the efficiency of these processes, integrating with ERP, and reducing manual tasks. Efficient management and rapid interaction with suppliers.

The main benefits to the group are:

• Improve communication with suppliers.

• A portal that provides suppliers with autonomy, visibility and transparency and allows for electronic invoicing.

• User-friendly interface to create purchase orders for all business departments by reducing the time to consult user manuals.

• Manage the procurement process (purchasing and contracts) in a transparent cloud environment and improve the capabilities between suppliers to seek efficiency and savings.

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Job grading is an organizational project that focuses on defining exclusive job directories and common job frameworks for all Cellnex Telecom Groups to promote talent and global mobility and provide competitive rewards, while meeting business needs: talent attraction, engagement, and key talent Reserve.

Work balance is a permanent deployment, because new mergers are being integrated into work balance. Wage benchmarks have been implemented in all countries, with Ireland, Portugal and the United Kingdom being finalized.

In addition, an evaluation meeting is held for everyone when they are integrated in a personalized way to help them in the integration process and personal development.

In 2020, the integration of five Dutch companies (Shere, Alticom, Towerlink, Cellnex Netherlands, and Breedlink) has made significant progress, such as the deployment of the Cellnex industry model. Cellnex Netherlands has defined and deployed a new function-driven organization that brings together employees from different legal entities and now they work together in the same field.

In addition, the flowchart has been aligned with the company model. Although the company's flowchart covers nearly 200 processes, Cellnex in the Netherlands focuses on the definition and alignment of 45 key processes (without considering the financial and procurement handled in parallel projects). A new governance model is also defined.

In addition, Cellnex Netherlands is a leader in the deployment of tools that support these processes, such as Prime, Agora or Ariba.

In the field of human resources, a job classification exercise was implemented, employees were included in the Cellnex Blueprint Carrier Path, and job descriptions and responsibilities were clarified.

In addition, an employee handbook was developed, which defined rules, policies and benefits, and adjusted employee conditions. It also contains the main company guidelines, such as ethics, goal management, personal development plans, and the peculiarities of Dutch law.

MyCompensa has been implemented to prepare for Go live, which is expected to go live in January 2021. The platform brings together all the elements of compensation, compensation and social benefits that Cellnex provides to its employees, making it easier to freely access and manage this information.

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Arqiva integration of Cellnex, UK

After Cellnex UK acquired Arqiva Services Limited, "On Tower UK Limited" is being merged into the Cellnex Group. In July 2020, more than 247 employees joined the group and created a shared service area to support the two organizations. Soon after, the On Tower UK team merged with the previous UK team and implemented a single joint organizational structure.

A detailed integration plan has been formulated and will be implemented in the second half of 2020 and 2021. In the first phase of the integration, employees are recruited into groups, let them join, and provide them with all relevant tools (intranet, office accounts, etc.). . Conducted all other relevant communications on the transaction with customers, suppliers and landlords, and launched the Cellnex UK website.

In addition, the group’s financial and operational reporting models were introduced, and a series of evaluations (operations, IT, etc.) were carried out. There was an analysis gap between the model used by Arqiva and the Cellnex Industrial model and related implementation plans.

In addition, at the commercial level, product line training courses were provided for local teams to increase the product portfolio and deploy Salesforce to give them a deeper understanding of the UK market opportunities. In terms of legal and regulatory affairs, the Cellnex model is already in place (authorization letter, board members, insurance, etc.).

The team is currently working on realizing the industrial model at the financial level; SAP is being deployed; management and accounting services are being outsourced to the group's partners (PRIME project), which will be implemented in the first half of 2021. In terms of operations, Agora tools are being implemented, and the new process will be defined in the first half of 2021. Similarly, the income renegotiation plan has been finalized and will be implemented in January 2021. Various other IT projects are in progress, and plans to withdraw from TSA in 2021 are being implemented.

In terms of human resources, the consulting process for office relocation was carried out, the job classification project was completed, and the career development evaluation and employee goal method (MBO process) were started. The UK headquarters office in Reading was selected and employees are expected to relocate in the first half of 2021.

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As a team, we adapted to the new situation very quickly, maintained our focus and commitment, and provided the best results for all our stakeholders. I am very proud and grateful to be a part of this team that helped build the history of Cellnex.

João Ulrich, legal counsel for mergers and acquisitions and corporate finance

The workplace is considered

Integration of Omtel and OnTower in Portugal

In 2020, Cellnex consolidated its position in the Portuguese market by acquiring two companies. Cellnex acquired the entire share capital of OMTEL,

Portugal's main independent Portuguese tower company in January, followed by On Tower Portugal company in September.

Cellnex Portugal currently has more than 5,000 telecommunications sites distributed in cities, suburbs and rural areas in mainland Portugal.

Madeira and the Azores. The Cellnex Portugal team is experienced and diverse and is committed to effectively supporting its growth and commitment to service excellence. Initially, the number of employees in the company was 29. With the expansion of Cellnex Portugal, the number of employees has increased to 55.

The organizational structure of OnTower PT was initially integrated into the organizational structure of Omtel, and employees were only included in the operational area.

The integration of Omtel was completed at the end of the year, and the integration team has been handed over to the local team to complete the integration and execute pending tasks, mainly involving IT and finance.

In short, in this year's integration process, the country has gained many benefits. In the commercial field, the team deepened the local understanding of products and business lines through training courses, and deployed Salesforce to ensure effective tracking of opportunities. In the field of human resources, employees have expanded their career development and promotion opportunities because of

Cellnex's growth and job classification process has been implemented, and the definition of MBO in 2021 will begin through a formal corporate process. In terms of operations, through the deployment of WeCal, a unified access and NOC solution was provided, as well as a unified venue lease renegotiation approval process. Finally, IT support is ensured, and enterprise applications are being launched.

The Portuguese team is currently focusing on the implementation of Cellnex industrial models (mainly SAP, Agora and Prime) for Omtel and OnTower PT.

The corporate building area has been renamed Global Workplace. This is a project that aims to change the way the space works, taking another step towards a more collaborative culture.

The COVID-19 pandemic has upended everyone's life and fundamentally changed Cellnex's view of office space. The most important thing in the office today is to have a space for effective contact with colleagues, whether accidental or intentional. The key workplace settings include meeting rooms and project spaces of different shapes to meet the specific needs of completing the work.

Cellnex's new offices and workplaces are more flexible, more intentional and more focused on productivity. This year, Cellnex has been carrying out multiple projects in the company and the country. The main goal is to establish a unified image for all Cellnex offices and to ensure that all Cellnex employees have the same experience in the workplace.

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In 2020, new offices were opened in France and the Netherlands to integrate various business units in the same space to promote and promote a common corporate culture.

Employees of French entities such as Cellnex France, On Tower, Nexloop, and Springbook moved to the new office. The office, together with other major companies, is located in the ARDEKO building in Boulogne-Billancourt, a privileged location in the west of Paris.

The air-conditioning, ventilation and heating equipment of the Ardeko office building is custom-designed according to the size of the building and the thermal insulation capacity of the materials. ARDEKO's environmental goals are very strict and therefore comply with the most stringent standards and certifications: HQE®, BBC and LEED PLATINUM levels. There are also bicycle parking spaces (equipped with changing rooms and showers) and electric car charging stations.

Major customers in the UK. The location was chosen because of its excellent public transport connections and excellent environmental design standards, which helped to minimize the impact of Cellnex on the environment.

In addition, Cellnex is designing a new corporate office in the BcnFira district of Barcelona. Cellnex will occupy the 14th to 21st floors of a multi-tenant building. The new company headquarters in Barcelona will be located in an innovative ecological building with outstanding features.

• Well Gold Certification: Buildings (core and shell) and offices (interior) will receive Well Gold certification, which is a leading tool designed to improve the comfort, well-being and health of occupants.

• Smart Building: A project that runs in parallel with the office design and aims to manage the workspace in a more efficient and smart way. Installing small devices (sensors and QR codes) around the office will allow various parameters and values, such as temperature, HVAC, office space: while enhancing the collaboration area, a single workstation becomes less important. The office is now seen as a meeting point, a social and relationship space. Meeting rooms of different sizes, formats and project areas are the most needed space for employers.

Integrate various business units in the same space to promote harmony

, On Tower, Nexloop, Springbook, etc.

Billancourt, in a great location west of Paris, along the

The Ardeko office building is air-conditioned.

Ventilation and heating are custom-designed according to the size of the building and the insulation capacity of the materials. ARDEKO's environmental goals are very strict, so it meets the standards and cations: HQE®, BBC and LEED PLATINUM levels. There are also icycle parking spaces (equipped with changing rooms and showers) and electric vehicle charging stations

Plans to set up a new office in the UK in March 2021, close to almost all Cellnex

Cellnex is designing a new corporate office in the BcnFira district of Barcelona.

Will be located in an innovative

Well Gold certification: buildings (core and shell) and offices (internal),

Leading tools, take advantage of

rt Building: A project that runs in parallel with the office design, aiming to manage the workspace in a more efficient and intelligent way. Install small devices (sensors and QR codes) around the office, such as temperature, HVAC,

CO2, occupancy and presence that need to be controlled

• Office space: While enhancing the collaboration area, personal workstations become less important. Offices are now regarded as rooms of different sizes and formats, and the project area is the space the employer needs

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Organizational structure of Cellnex Group

As of December 31, 2020, the organizational structure of the Cellnex Group is as follows:

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Cellnex has made a firm commitment to develop its network, which includes c. 128,524 sites and positions companies develop next-generation networks. Cellnex provides its customers with a series of services to ensure the conditions for the reliable and high-quality transmission of voice, data and audiovisual content.

Cellnex provides infrastructure management services for wireless telecommunications in the following markets:

As Cellnex's influence throughout the region expands, Cellnex has also increased its service portfolio. In this regard, due to the acquisition and integration of new telecommunications sites, telecommunications infrastructure services are still the most heavily weighted services in the group's 2020 income statement.

Revenue contribution as of December 31, 2020

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Cellnex has a strategic infrastructure that can provide maximum coverage in urban and rural environments, providing services with high quality, availability, and network stability through appropriate climate control, auxiliary power systems, and automatic alarm detection systems.

By facilitating sharing between major telephone operators

In this way, Cellnex provides colocation services for mobile phone operators in its infrastructure so that they can install their wireless broadcasting and telecommunications equipment there. Cellnex Telecom promotes sharing among major telephone operators, thereby maximizing the effective use of installed network capacity and minimizing redundancy and duplication. Therefore, the characteristic of this model is to reduce the impact and existence on urban areas, thereby improving the effective use of energy and other resources, thereby reducing the carbon footprint.

In addition, Cellnex Telecom has established a large-scale node network to provide state-of-the-art data transmission and hosting services through radio links and private connections to the extensive coverage of Amazon's cloud infrastructure.

COVID-19 Person-Company Connection Agreement

In the face of the COVID-19 epidemic, the Spanish government has signed an agreement with major telecommunications companies operating in Spain (such as Cellnex Telecom), promising to do its utmost to ensure network connectivity, operational and regulatory capabilities, and rapid response to incidents, especially for support Emergency service network.

The contract between Bouygues Télécom and nexLoop France began on May 29, 2020.

We quickly proved to our customers that we can not only integrate documentation, but also challenge them in terms of launch quality and engineering. The legitimacy we have obtained is an important step in Bouygues Telecom’s partnership and confidence.

In addition, operators promise to take special measures to expand services related to mobile phone connection contracts for private, self-employed, and small business customers. Users do not need to pay additional fees, and always endanger the general provision of services on the premise of correct use of services.

They also promised to keep their customer service channels active, enrich audio-visual packages provided to users with additional content, and contribute to measures formulated by the government to promote remote work, distance learning, and e-health.

Launched fixed and mobile transmission fiber optic network

Cellnex France and Bouygues Telecom have reached a strategic agreement to launch a national fiber optic network in France to provide mobile and fixed fiber-based connections, especially to accelerate the country's 5G rollout.

The planned investment of up to 1.1 billion euros by 2027 will be used to roll out a 31,500-kilometer network, connecting the telecommunications roofs and towers to each other to provide services for Bouygues Telecom (5,000 of which belong to and are being operated by Cellnex France) , Has a network of "metropolitan offices" used for housing data processing centers (edge ​​computing).

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CJ2, one of the leading corporate hosting service providers in the northern part of the Netherlands, has expanded the capacity of its data processing center (data center) for the Cellnex Telecom and Data Tower in Hoogersmilde. This

The Dutch company opened a "second floor" in the building to meet the growing demand for hosting services and data centers in the region.

Install multi-operator 4G tower

Val d´Europe Agglomeration, SANEF and Cellnex France are cooperating to build an operable multi-operator tower in the International Business Park to enhance mobile phone coverage in the area.

A distributed antenna system (DAS) is a network of spatially separated antenna nodes connected to a common source through a transmission system that provides wireless services in a geographic area or building. DAS can be installed in buildings to enhance the wireless signal inside the building, which is why they are usually located in large facilities such as stadiums or company premises.

Cellnex uses a DAS system and uses an end-to-end approach to provide DASaaS ("DAS as a Service") to increase the coverage of mobile radio signals and repeater capacity in specific areas served by mobile operators. Both structures are dedicated to A single operator is in the multi-standard/multi-frequency and multi-operator "neutral host" mode, because a single antenna can allocate signals to multiple frequencies and multiple operators at the same time. This structure provides more efficient energy use and reduces the carbon footprint.

Leapfrogging the Sustainable Development Goals

DAS and Small Cells systems are one of the core infrastructures for the launch of the new 5G communication standard. The launch of 5G can create social value throughout the sustainable development goals, mainly by promoting health and well-being, as well as strengthening infrastructure, promoting sustainable industrialization and promoting innovation. Other key areas where 5G can create social value include promoting responsible consumption, promoting sustainable cities and communities, and promoting decent work and economic growth.

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Hospital Distributed Antenna System

Cellnex Italy designed and installed a specific DAS system to meet specific hospital environment challenges. The system consists of many branches, including the expansion of indoor areas, preventing only one active device. The system is divided into many sectors, and each sector is composed of one or more remote unit devices (modulation and amplification) located in the technical room. The radiator is strategically installed in the building.

The system will be implemented in various hospitals in 2020. The most outstanding projects are Ospedale San Raffaele (Milan), Ospedale Niguarda (Milan), Ospedale Pasquinucci (Massa Carrara), Ospedale IDI (Rome), Ospedale Borgo Trento (Trento) and Ospedale Chioggia (Venice).

Similarly, Cellnex Portugal implemented a new DAS solution in VNGaia Hospital, one of Portugal's largest cities. In this project, a DAS with 33 indoor antennas is installed, and 4 indoor antennas are planned to be added to meet the specified coverage targets. The DAS solution is designed to extend to other floors of the building.

Cellnex has deployed a Distributed Antenna System (DAS) in Manchester

The Etihad Stadium will provide enhanced 4G connectivity throughout the stadium. Initially, Vodafone and O2 customers can benefit from this enhanced connectivity, although the design of the installation will allow other operators to connect in the future. Similarly, the system is ready for the future arrival of 5G.

Cellnex Italia has installed and tested its multi-operator DAS (Distributed Antenna System) communication system at the PalaLottomatica Stadium in Rome, which is used to transmit all technologies, up to LTE+, so that it can provide mobile connection services and ensure high performance for users. Data transmission capacity and a large number of simultaneously connected users.

It also designed and installed a specific DAS system at the San Siro Stadium in Milan. The DAS system consists of more than 100 active devices (remote units) connected to more than 150 antennas to achieve radiation points.

Each radiator uses the sector of the mobile network operator to illuminate a part of the stadium to increase the system capacity.

Similarly, Cellnex Italy developed DAS projects in the Olympic Stadium (Rome) and Juventus Stadium (Torino).

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5G network at BASF production center

Cellnex Spain will be responsible for the installation and deployment of a 5G trial network at BASF's production center in Tarragona, and the development of various use cases related to the factory's industrial operations on the network. BASF has identified 5G as one of the key technologies in its digital transformation process.

Cellnex Spain has equipped 40 B:SM parking lots in Barcelona with DAS (Distributed Antenna System) technology to provide them with 3G and 4G mobile broadband coverage, which can be expanded to 5G in the future.

In the future, users of these parking lots will have greater connectivity when making calls, browsing the Internet, using shared vehicles, using mobile phone charging points, or using e-commerce collection points and other new value-added services. .

In total, more than 500 small antennas were deployed in 40 parking lots. The total investment is EUR 1 million, including the design, deployment and maintenance of infrastructure.

Shopping malls, conference centers, skyscrapers, hotels and resorts

In the Elnos shopping center in Brescia (Italy), Cellnex Italy designed and deployed a specific DAS system that destroyed many active devices (remote units) connected to the antenna and realized a radiating point. The system consists of many branches, covering all common indoor commercial areas. The system is divided into multiple sectors, and each sector has one or more remote unit equipment (modulation and amplification) located in the technical room. The radiator is strategically installed in the building.

In addition, Cellnex Italy has developed similar projects in Arese Shopping Center (Milan) and Maximo Shopping Center (Rome).

IESE Business School’s 5G mobile network

Cellnex Spain will provide a 5G mobile network at the Barcelona campus of IESE Business School to study how this technology can improve the educational experience. For example, one of the programmed actions combines edge computing with small 5G cellular and augmented reality glasses, allowing computer-generated games to be played in any environment.

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In 2020, Cellnex of Spain strengthened its telecommunications infrastructure portfolio for transportation networks and suburban environmental management. In this regard, Cellnex acquired Indra's shares (60%) in Metrocall, a neutral operator that provides mobile connectivity services in the Madrid suburban network. The remaining 40% of Metrocall will continue to be owned by Metro de Madrid.

Cellnex is involved in the 5GMED project, which involves the railway and highway between Figueres and Perpignan. 5GMed will develop and improve cross-border 5G application scenarios in advanced automated interconnection and collaborative mobile services and future railway mobile communication systems.

The 5GMED project will be developed through four pilot projects: autonomous remote driving; advanced traffic management; continuity of on-board business services during cross-border railway changes; and the provision of augmented reality infotainment for autonomous vehicles and railways.

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The portfolio of telecommunications infrastructure service sites as of December 31, 2020 is summarized as follows:

The framework agreement project Nº of Sites won the contract and started

Telefónica Telefónica and Yoigo (Xfera Móviles) Telefónica

Telefónica and Yoigo (Xfera Móviles)

Telefónica Neosky Telefónica

Business combination Business combination Bouygue Business combination Business combination K2W Business combination

TowerCo acquired assets acquired Shere Group acquired On Tower Italia acquired assets acquired Swiss Towers

Volta III Volta Extended I Neosky

Volta Extended II Galata Acquired Protelindo Acquired business merger Other Spain Masmovil Spain Linkem Spain

Business combinationBusiness combinationBusiness combinationBusiness combinationBusiness combination

Business combination business combination business combination business combination

Orange Spain business combination business combination

Infracapital Alticom Subgroup Acquisition of Assets Acquisition of Assets Acquisition of Assets Acquisition of TMI Acquisition of Sintel Acquisition of BRT Tower Acquisition of DFA Acquisition

Swiss Infra acquires Cignal acquisition

Business unit of Iliad Italia, SpA

Asset acquisition Omtel Acquisition Arqiva Acquisition

20+5 (3) Various 20+10+10 (Sunrise Telecom) (4) 20+10+10 (Sunrise Telecom) (4)

10+10 all kinds of all kinds of all kinds

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2024 (CTIL) (10) Business combination Business combination NOS Towering Acquisition

15+15+5 (12) Business merger acquired by Hutchison Ireland

15+15+5 (12) Corporate merger Hutchison Denmark acquired

15+15+5 (12) Business mergers and small mergers and acquisitions

(1) Renewal: Most of these contracts have clauses prohibiting partial cancellation, so you can only cancel the entire website portfolio (usually called "all or nothing" clauses), some of which

There is a pre-agreed pricing (positive/negative).

(2) The initial period of MSA with Wind is 15 years and will be extended for another 15 years

(Previously confirmed), on an "all or nothing" basis. The cost under MSA with Wind is linked to CPI.

(3) According to the agreement reached with Bouygues during 2016-2020, on December 31, 2020

Cellnex has committed to the acquisition and construction of up to 5,400 sites, which will be gradually transferred to Cellnex before 2024 (see note 7 of the attached consolidated financial statements). Of the 5,400 sites in progress, as of December 31, 2020, a total of 4,078 sites have been transferred to Cellnex (see the table above for details). Please note that all Bouygues transactions, like most BTS plans implemented by Cellnex and other MNOs, have a common feature "Gundam" because Bouygues is not obligated to reach the most sites. Between 2016 and 2017, different MSAs were signed with Bouygues based on the different transactions completed (Glénan, Belle-Ille, Noirmoutier). All MSAs have an initial term of 20/25 years, and can be renewed for three/two 5-year terms subsequently on an "all or nothing" basis. Regarding the MSA (Quiberon transaction) signed with Bouygues in 2018, the initial period is 20 years, and it can be renewed for a period of 5 years (undefined period).

(4) The MSA with Sunrise has an initial term of 20 years, with two 10-year periods (with no expiry date defined), based on all or nothing.

(5) The contract with the customer is linked to the CPI index, the average term is about 7 years, and it can be automatically extended (undefined term).

(6) The initial period of the MSA with Iliad and Salt is 20 years, which will be automatically extended by 10 years. The period is undetermined on an all-or-nothing basis.

(7) The contract with the customer is linked to the CPI index, and the average term is about 20 years. Due to the strong commercial attractiveness and limited overlap of the investment portfolio, the probability of renewal is high

(8) Orange Spain is the main customer of this telecommunications site portfolio, and Cellnex has signed an inflation-linked master lease agreement with it. The initial term is 10 years, which can be extended in the subsequent 10 years and subsequent automatic extension periods-years During the period, on the basis of "all or nothing".

(9) The initial period of Omtel MSA is 20 years, and it can be automatically extended for an additional five years, unless cancelled. The period is undetermined on an "all or nothing" basis. Fees under Omtel MSA are linked to CPI.

(10) The MSA of MBNL and EE has an initial maturity of 10 years, with 3 extension options. The duration of MSA with CTIL is 2024 (at least two years in advance, extension is subject to discussion).

(11) The initial period of NOS Towering MLA is 15 years, and it can be automatically extended for 15 years on the basis of "all or nothing". The period is undetermined. Fees under NOS Towering

(12) The initial term of each CK Hutchison Continental Europe MSA is 15 years, and it may be extended for another 15 years and subsequent 5 years on the basis of "all or nothing" (the term is the same for all countries/regions). Fees under CK Hutchison Continental Europe MSA are linked to CPI.

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During the COVID-19 pandemic, Cellnex can provide

Very high continuity (SLA)

When distributing and transmitting TV and radio signals developed by Cellnex

Cellnex services include distribution and transmission of television and radio signals, operation and maintenance of broadcast networks, provision of connections for media content, hybrid broadcast broadband services and over-the-top (OTT) streaming services. Providing broadcast services enables Cellnex to develop unique know-how and expertise to help develop other services in its product portfolio.

Cellnex realizes that television and radio are both essential means of communication and powerful tools for information and entertainment. To this end, Cellnex’s organization aims to provide a very high level of continuity (SLA) and strives to ensure signal continuity during a pandemic.

In 2020, Cellnex launched the "Second Digital Dividend" (2DD), including the release of terrestrial digital television (DTT) broadcasting at frequencies from 694 to 798 MHz (including UHF channels 48 to 60) for the deployment of 5G networks.

Cellnex’s engineers and technicians spent 12 months adjusting more than 2,800 sites, some of which are located in very remote locations, while others have taken various actions due to technical complexity to minimize exposure to 37.5 million User influence. Even during the pandemic, all of this was achieved without interrupting the continuity of the television signal.

Now DTT occupies less bandwidth and is more spectrally efficient, because the channels have been grouped and connected to geographical areas according to the terrain, so that the same frequency can serve more areas. Cellnex executed the entire 2DD process with complete success.

The LOVEStv streaming media platform is powered by Cellnex Spain. It is designed as an open platform that can be easily integrated with any broadcaster that wants to enrich its content supply.

2020 includes two important new features: the option to watch the show from the beginning (restart) and the option to watch the show played in the past 7 days (catch up).

Cellnex is designated as the testing tool.

Cellnex Telecom provides the infrastructure needed to develop an interconnected society. Cellnex provides integrated and adaptable solutions that make smart concepts a tangible reality and improve management in urban and rural areas.

Regarding wireless broadband, Cellnex Telecom services include everything from the design, deployment, operation and maintenance of WiFi and mobile phone networks (2G, 3G, LTE/4G) to roaming and offloading services. The technology includes the installation of WiFi access point Adesal Telecom, The Valencia company shifts data consumption there and reduces congestion on the cellular network.

In addition, due to its dedication to developing smart solutions, Cellnex Telecom operates a cellular data network dedicated to the Internet of Things, allowing the connection of objects powered by long-life batteries, and therefore has low power consumption, long range and low cost. The network will naturally maintain the integrity and security of the transmitted data. In an environment where any object can be integrated into the information network and play a role in business processes, data security and privacy become the basic cornerstone of connectivity. In order to develop this innovative network, Cellnex Telecom chose the LPWA (Low Power Wide Area) technology provided by the French company SIGFOX. Its characteristics correspond to the 4L that constitutes the key point of the Internet of Things: low power consumption, long distance, low traffic, and low cost.

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In terms of smart city solutions, Cellnex Telecom uses a platform to provide centralized management of services, which is equipped with the tools needed to minimize response time, always optimize resources and provide an overview of events in various connected systems. The platform integrates the interactions of users of the connected system through messages, e-mails or telephones, as well as information provided by sensors or cameras, and data from social networks.

Due to the priority given to the sustainable development of cities, Cellnex Telecom has developed innovative technological solutions around the concept of smart cities, specifically designed to allow cities to use resources more effectively, thereby improving the quality of life of citizens and benefiting from information and communication technology ( ICT), reducing their environmental footprint. An example is the urban irrigation management system, which combines satellite data with ground-based sensor data, which can save 15% to 20% of water, and can reduce water consumption by up to 35%.

The Internet of Things for Smart and Connected Countries

Cellnex Telecom and Everynet, a leading provider of IoT connectivity solutions, have reached an agreement to jointly promote the launch of new Internet of Things (IoT) networks in Italy, the United Kingdom, and Ireland. These IoT networks based on LoRaWAN technology will be deployed through Cellnex's extensive telecommunication infrastructure networks in these three countries, and the Everynet solution based on IoT networks.

A variety of IoT solutions will be implemented in Cellnex's infrastructure network, including those aimed at Industry 4.0, which are used to track or monitor assets across the value chain, smart cities, and even smart parking lots to promote mobile digitization and optimize roads. Use and public spaces, as well as create platforms for test environments and experimental cases, which will allow the development of an ecosystem with new future applications.

It is expected that it will also include social and facility management or environmental management solutions, which will contribute to the development of smart cities and the improvement of citizens’ well-being in these three countries by sensing and monitoring any type of comfort and consumption levels. Environment-indoor or outdoor-or any type of building; and transmission services and data capture through these high-capacity networks deployed in the territory.

Cellnex Spain continues to promote the Internet of Things and smart business, providing Cellnex Spain with multiple opportunities for the Internet of Things for water management and smart platforms in multiple cities, including sensorization, data transmission and the provision of real-time information and remote management and remote The managed smart IoT platform calls for action if needed.

Over the years, Cellnex has been adhering to a culture of innovation, able to maintain a leading position in the rapidly changing telecommunications world. In this sense, Cellnex has created an internal and external ecosystem that aims to discover new customer needs and new business opportunities, create new markets and maintain its corporate value for a long time.

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In 2020, Cellnex spent 900,000 euros on R&D+I investment projects, thus leading the way in fundamental changes in our industry (including 5G, Internet of Things, or telecom infrastructure services). The company’s innovation strategy can be divided into three work lines: future sites, broadcast evolution, and product portfolio enrichment activities

Cellnex's leading innovation is two interrelated and closely cooperating fields, namely innovation and product strategy. In the field of innovation, the company is committed to designing technological solutions to incorporate innovative projects. In 2020, 13 innovative projects were developed in cooperation with public administration.

In the area of ​​product strategy, Cellnex develops new products to enrich the Cellnex product portfolio to improve services to existing customers and new potential customers. Together with these areas, Cellnex is promoting open innovation, exploring external capabilities to introduce new potential products from start-ups or other related companies, while sharing knowledge and making innovations available to other internal areas, such as business or operations

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In this regard, Cellnex participates in Madrid in Motion, a transportation hub in cooperation with the Madrid City Council and local transportation authorities, aiming to address the key issues by identifying start-ups and innovative solutions that can generate real value for the city Transportation challenges. At the same time, Cellnex joined the European Sports Initiative, expanding the scope of the Madrid Movement’s fluidity and innovation principles.

In addition, the company is also cooperating with Mobile World Capital's entrepreneurial program The Collider. The plan aims to determine early technical plans so that the plan can provide commercial and economic support.

In the same area of ​​innovation, Cellnex has joined the Telecom Infrastructure Project, a global corporate community that works together to accelerate the development and deployment of open and disaggregated technology solutions to provide high-quality connections. Cellnex is currently carrying out some initiatives mainly in Ireland and TIP.

Under the protection of the British 5G Create project, Cellnex is working with the British consulate to find start-ups and medium-sized companies that can benefit the Cellnex value chain.

Cellnex also participates in the Corporate Challenge Program organized by the BEST (Barcelona Science and Technology Education) Foundation, which promotes open innovation through cooperation between companies and universities.

In order to become a major stakeholder in the upcoming technology, Cellnex is looking for and developing products in several strategic areas, such as:

• Next-generation central office

In addition, Cellnex participates in international forums and research centers, and cooperates with universities. Cellnex is currently a member and active participant of international associations such as GSMA, TIP, Small Cell Forum, DVB, HbbTV, and 5G MAG.

The company is also a key technology player worldwide because it is part of the board of directors and cooperates with multiple research centers and universities: Eurecat, i2Cat, Gradiant, Tecnalia, University of Bristol, etc.

Following the tradition of Cellnex, the product strategy department continues to enhance media services, such as the HbbTV service and his flagship app Loves TV. This year is also considered a milestone in the ultra-high-definition field, and Cellnex achieved the first 8K transmission.

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In this year, Cellnex contributed more than 20 pilot projects and use cases to develop 5G, of which a total of 200 5G applications are being tested in 11 industries in the European Union. The 5G Catalunya project stands out in this regard.

The Mobility Lab project has been running since 2018. The project is an experiment carried out at Circuit Parcmotor Castellolí in Barcelona to enable communication between cars and roads in a rural environment. Operators have equipped the venue with the necessary infrastructure and technology to allow users and customers to test new products and services in the field of smart mobility and vehicle connectivity in a controlled, safe and sustainable manner.

Cellnex has equipped the circuit with broadband connectivity by launching a wireless network covering the entire venue, high-definition cameras for monitoring vehicles on the track, and on-board devices for transmitting telemetry, video and voice. These facilities also have an IoT (Internet of Things) network that can manage and analyze data, including track status or environmental parameters. All these elements are designed to test solutions related to connectivity (Internet of Things, 5G and connected/autonomous vehicles) and are designed for non-urban or semi-rural environments

Some innovative projects help to achieve

In addition, Cellnex has developed innovative projects to promote breakthroughs in achieving sustainable development goals, especially inclusive connectivity, digitalization and quality education projects.

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Since the shares were approved to be listed on the Spanish Stock Exchange in May 2015, up to the date of this consolidated management report, the company has conducted a number of transactions. The company has invested or committed to invest approximately 34 billion euros in the acquisition or construction of up to 109,000 Infrastructure. By 2030, once Iliad Poland acquires, Changjiang Hutchison Holdings’ pending transaction, T-Mobile Infra

Acquisitions and Hivory acquisitions (all definitions are defined here and in the "Post-Balance Sheet Events" section of the accompanying merger management report) are

Closed (together with the infrastructure already in place at the time of listing, a total of up to 120,000 infrastructures).

In 2020, due to the outbreak of the coronavirus crisis in Europe, Cellnex adapted to the unprecedented situation and successfully implemented organic and inorganic strategies while maintaining sufficient financial flexibility. In this context, 2020 performance includes continuous year-on-year growth in business continuity and the impact of the group's substantial expansion due to acquisitions made in 2019 and 2020, which has translated into substantial revenue growth, adjusted EBITDA and recurring leverage Free cash flow.

As described below, in 2020, the group announced two acquisitions in Portugal: the Omtel acquisition (completed in January 2020) and the NOS Towering acquisition (completed in September 2020). This year, Cellnex also strengthened its influence in France through a new agreement with Bouygues Telecom to launch fiber-optic networks (fiber-to-tower, fiber-to-antenna, and fiber-to-small cell) to promote the 5G ecosystem.

In the UK, Cellnex has obtained the necessary competition and market approvals

Authorization ("CMA") to acquire Arqiva's telecommunications division, which has been completed

In July 2020, the project was announced in October 2019, involving the integration of approximately 7,400 sites in the United Kingdom and the marketing rights of approximately 900 sites, involving an investment of £2 billion.

In Poland, Cellnex reached an agreement with Iliad ("Iliad") to obtain a 60% controlling stake

Takes a stake in a new Polish telecommunications tower company, which will own Play

Communications tower portfolio in Poland ("Iliad Poland Acquisition").

On November 12, 2020, Cellnex announced an agreement with CK

Hutchison Whampoa’s acquisition of Hutchison’s European Tower business and

Assets across six countries through six separate transactions (one transaction per country). After the merger, the total consideration for these agreements (with some adjustments possible) is approximately 10 billion euros. Transactions in Austria and Ireland

And Denmark will be completed in December 2020.

Based on the above, the main changes in the scope of consolidation and the assets purchased in fiscal year 2020 are as follows:

In January 2020, Cellnex acquired 100% of the share capital of Belmont Infra Holding, SA from Belmont Infra Investments BV and PT Portugal SGPS, SA (the seller holds 75% and 25% of the share capital, respectively) ("Omtel Acquisition"). In addition, the acquisition also includes the launch of approximately 500 sites by 2023, and may add up to 250 sites by 2027.

OMTEL currently manages a portfolio of 3,000 sites, accounting for approximately 25% of the telecommunications towers in the Portuguese market.

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Cellnex reached an agreement with Portuguese mobile operator NOS to acquire 100% of NOS Towering. The transaction initially involved 2,000 telecommunications sites. This is a combination of telecommunications towers and rooftop antennas, located in urban (40%), suburban and rural (60%) areas across the country.

According to the agreement, Cellnex and NOS signed a 15-year initial contract, which can be extended for 15 consecutive years. According to the contract, NOS will continue to use the sites Cellnex will operate and place its voice and data signal transmission equipment there. Similarly, the agreement also predicts that as many as 400 new sites will be added in the next six years.

In the first half of 2020, Cellnex and Bouygues Telecom reached a strategic agreement to become a shareholder of the newly established company Nexloop (Bouygues Telecom holds 49% and Cellnex holds 51%). The company will deploy a national fiber optic network in France to provide connections based on mobile and fixed networks, especially to accelerate the country's 5G rollout. The agreement includes the launch of a 31,500-kilometer network, which includes telecommunications roofs and towers (approximately 5,000, some of which belong to and operated by Cellnex) serving Bouygues Telecom and the interconnection of the network for the housing data processing center ( (Edge Computing) "Urban Office". The agreement includes the deployment of up to 90 new "urban offices." It is estimated that the total investment by 2027 is approximately 1.1 billion Euros.

In July 2020, Cellnex completed the acquisition of Arqiva for a total consideration of approximately £2 billion. The transaction includes Arqiva’s 7,400 cellular sites, including masts and towers, and city rooftop sites, as well as the right to sell another 900 sites in the UK. This acquisition continues Cellnex’s

Following the previous long-term strategic agreement signed with British Telecom in June 2019, Cellnex has obtained the right to operate and market 220 towers located throughout the UK.

Cellnex reached an agreement to acquire 100% of Ukkoverkot Oy, the parent company of EDZCOM, and became the sole owner of an edge connection solution provider. After being acquired by Cellnex, EDZCOM will retain its brand and continue to execute its strategy with its current leadership and team. EDZCOM designs, builds and operates dedicated wireless networks for industrial customers, mainly in manufacturing, ports, oil and gas, energy production and mining. EDZCOM's solutions are designed and built for customers to ensure the high performance of key business communications, and are operated by customers through the dashboard to ensure 100% customer control.

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In October 2020, Cellnex and Iliad reached an agreement to acquire a 60% controlling stake in the company. The company will operate Play’s approximately 7,000 telecommunications sites in Poland.

Cellnex will invest 0.8 billion euros in the acquisition of 60% of the shares, while the remaining 40% of the shares will continue to be owned by Play (Iliad). This is in line with Cellnex and Iliad's previous agreement on a website operated by Free (Iliad) in France. The model is the same.

The new Polish telecommunications tower company may invest up to 1.3 billion euros in the next 10 years to launch as many as 5,000 new sites.

On February 23, 2021, after signing the Iliad Poland acquisition (October 2020), Iliad, Play and Cellnex further discussed the structure of the Iliad Poland acquisition and reached an agreement on an alternative structure. The agreement between Iliad and Cellnex is expected to be completed in the first quarter of 2021.

Cellnex and CK Hutchison have announced a series of agreements under which Cellnex will acquire 22,122 telecommunications towers and stations currently owned by CK Hutchison in Europe for a total consideration of 10 billion euros. The transaction includes the launch of up to 7,727 sites in the next eight years, an investment of 1.4 billion euros, and further initiatives. Cellnex will sign long-term service contracts with CK Hutchison in various countries, with an initial period of 15 years, which can be extended for another 15 years and subsequent five years.

According to the agreed terms, Cellnex will enter three new markets: Austria, Sweden and Denmark, expanding the company’s geographic footprint to a total of twelve European countries. This will also cause Cellnex to expand its influence in major markets such as Italy, Ireland and the United Kingdom, and the number of assets under management in these markets will double. Of the 22,122 sites to be acquired, 8,900 sites are located in Italy; 4,000 sites in the United Kingdom; 1,120 in Ireland; 2,300 in Sweden; 1,300 in Denmark; and the transactions in Austria, Ireland and Denmark will be completed in December 2020.

As of December 31, 2020, the total number of infrastructure (sites and nodes) that Cellnex has acquired and built in Europe is as follows:

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Framework for solving ESG issues within the group

In addition to facing the immediate challenges, Cellnex is also aware of the new risks and new demands brought about by the environmental and social phenomena that dominate the international environment.

Europe’s regulation of sustainability is becoming more stringent, and awareness of these aspects beyond the purely economic sphere is becoming stronger, as well as the huge challenges faced by organizations such as Cellnex (greater transparency, shareholder participation, climate change, value chain Risk), circular economy, sustainable development

Goals (SDGs), ...) In recent years, the company has strengthened its commitment to the following goals

Environmental, social and governance (ESG) issues. In this regard, the Cellnex Group’s ESG master plan should be updated to highlight the company’s ESG strategy reform.

Due to the variety of items that can be considered under ESG issues, the ESG standards to be considered lack homogeneity to a certain extent. For example, experts such as Bank of America Merrill Lynch pointed out that the key ESG signals of European telecom companies are:

Environment: carbon emissions, toxic emissions and waste

Governance: business ethics, anti-competitive behavior, corporate governance

In this regard, Cellnex conducted a materiality study, which identified the company's most important ESG issues and prioritized each of its components (environmental, social and governance), as described in the following sections.

Cellnex's commitment to ESG issues is a priority. Therefore, the compensation of leadership positions, including the CEO, is related to the company's performance on ESG issues.

ESG Master Plan (2021-2025)

In 2020, combined with the company’s recent evolution and growth, the company’s ESG strategy formulated in the company’s 2016-2020 CSR master plan was updated, and a new ESG master plan (2021-2025) and internationalization process were defined at the group level, and the past was updated. ESG diagnosis made to show the company's current status in ESG affairs and the new trends and expectations of stakeholders.

Similarly, a new materiality analysis was performed on Cellnex at the group level, allowing the company to understand which aspects of the ESG field are most relevant to it.

The 2016-2020 CSR master plan was used as the starting point for this. In the past five years, 92% of the routes established by the six axes defined in the CSR master plan have been implemented, and 89% of the actions have been implemented. The actions to be implemented are included in the new ESG master plan.

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Through ESG strategy, we analyze, measure and manage our impact on society and the environment as a company. This is a task. We should work together in all areas of the company in a horizontal manner and involve all the people who make up the company. The main challenge for the future is to extend this commitment to all countries where we operate

Marissa Serrahima, CSR Specialist Cellnex Telecom

According to the new ESG master plan, Cellnex will continue to make progress in integrating ESG into the company's corporate culture and activities, taking into account the different countries in which Cellnex is located and in line with its business strategy. In this way, the company consolidated solid and consistent ESG management and defined itself as a company committed to responsible business development and a benchmark in the field of telecommunications infrastructure.

The diagnosis is to develop a plan that meets international standards and sustainable development trends to meet the expectations of Cellnex's stakeholders, agency consultants, and the entire society.

The diagnosis is divided into eight aspects or topics, each of which defines 35 specific aspects for centralized analysis.

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Compliance with international standards and sustainable development trends

For each specific aspect, the company analyzed the importance and management of Cellnex’s top management and national managing directors (internal diagnosis), and identified prescriber needs and media trends in these areas, as well as good practices implemented by Cellnex peers (external Diagnosis)).

In the external diagnosis, Cellnex conducted benchmark tests on eight peers and determined the best ESG practices in the telecommunications industry by analyzing the public information available to each company.

Similarly, the company consulted publicly available information about reference prescribers, including industry prescribers and ESG and sustainability developers, such as the Dow Jones Sustainability Index, CDP, TCFD, OIT, GRI, SABS, SDG, MSCI, Sustainalytics or CNMV.

In addition, in the external diagnosis, Cellnex analyzed the main trends in the media and consulted with Cellnex stakeholders, incorporating the national perspective through temporary consultations (interviews or surveys) with identified stakeholders. To this end, the company conducted surveys of customers and suppliers, and interviewed the media, industry associations, shareholders and investors.

In addition, in the internal diagnosis, the company compiled and analyzed the public and internal documents provided by Cellnex related to different business aspects of ESG management, such as the Strategic Sustainability Plan (2019-2023) or the Equity, Diversity and Inclusion Plan (2019 -2022). In addition, Cellnex also interviewed management team members and country managing directors, and conducted employee surveys.

Through internal and external diagnostics, issues related to Cellnex and its stakeholders are flagged. These inputs are used to update the stakeholder map, as described in the next section, and to draw the importance matrix.

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Approved by the Board of Directors in December 2020

The new ESG policy updates the ESG master plan and the current Cellnex CSR policy, including the new aspects identified in internal and external diagnostics and the positioning the company hopes to achieve. The ESG policy is based on CNMV's good governance recommendations. The ESG master plan was approved in December 2020, and the ESG policy was approved in February 2021.

In addition, in accordance with the recommendations of the CNMV to amend the "Good Governance Code" issued in June 2020, the appointment and remuneration committee (ARC) of the board of directors has been renamed the Nomination, Remuneration and Sustainability Committee (NRSC) listed company." Now, this

The committee is the highest management body responsible for ensuring compliance with the commitments established in the ESG policy and any actions that may result from it. Similarly, the committee is responsible for overseeing their compliance level and the application of the ESG master plan.

This process redefines the ESG vision in the company's mission, vision, and values. These visions set the company's ambitions for medium and long-term ESG.

The strategic axis is defined in the ESG vision and based on the recommendations identified in internal and external diagnostics and the expectations of stakeholders. Similarly, an analysis of the Sustainable Development Goals and their specific goals and their corresponding goals is also taken into consideration.

Once five strategic axes and one cross-domain communication and awareness-raising axis are determined, 17 strategic lines will be prioritized, which will result in 92 specific actions under Cellnex's new ESG master plan. A five-year timetable has been established to ensure the implementation of the ESG master plan, including KPIs and goals to be achieved in certain actions.

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The ESG master plan (2021-2025) is aligned with the Sustainable Development Goals, a UN initiative aimed at eradicating poverty, protecting the planet, and ensuring human prosperity, as part of the new sustainable development agenda (https://www . un.org/sustainabledevelopment/). There are 17 Sustainable Development Goals (SDGs) and 169 related goals. The following infographic shows the traceability between the course of action of the ESG master plan (2021-2025) and its specific goals.

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This ESG master plan (2021-2025) is based on major issues arising from materiality research and is in line with the indicators of the Global Reporting Initiative and the requirements of Law 11/2018 related to non-financial information and diversity. This

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Where is its contribution most relevant

Risks associated with non-compliance with the Sustainable Development Goals

The figure below shows the traceability between the materiality matrix, ESG master plan, and reporting requirements.

A study conducted in 2020 identified and prioritized Cellnex's most relevant sustainability goals and their specific goals, and analyzed the company's contribution to achieving these goals using a global target business navigation tool developed by PricewaterhouseCoopers.

In order to determine and prioritize Cellnex’s relevant sustainable development goals and their specific goals, the necessary information about the company has been compiled in different countries where it is located, and it has been used as input into the global target business navigation tool, which is composed of the following Institutional development: PricewaterhouseCoopers.

Similarly, this study analyzed the results extracted from the global target business navigation tool, assessed the relevance of each SDG and its goals to the company’s direct operations and related indirect operations, and analyzed Cellnex’s current SDG and its specific goals. contribute. Its value chain.

Cellnex went a step further. By assessing the risks associated with non-compliance with the Sustainable Development Goals and its specific goals in the country where the company operates, and identifying opportunities, it analyzed the potential contribution of Cellnex to the Sustainable Development Goals and its specific goals. The actions to be taken under the ESG master plan will enable us to maximize the company’s current contribution to the Sustainable Development Goals and its specific goals, and reduce the risks associated with non-compliance.

Based on the priority criteria applicable to the Sustainable Development Goals and the specific goals analyzed, and taking into account the company’s contribution to achieving the goals,

For the Cellnex team, the Sustainable Development Goals and their specific goals are divided into two levels of importance (high or medium). In this regard, the Sustainable Development Goals 4, 5, 8, 9 and 13 were determined to be of high importance, while the Sustainable Development Goals 1, 10, 15 and 17 were determined to be of medium importance.

These results have been incorporated into the company's ESG master plan and ESG policy definitions.

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Cellnex contributes to the realization of the main sustainable development goals through its 2020 activities. The most prominent measures are:

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Consultation with various stakeholders makes it possible to determine and understand the expectations of Cellnex stakeholders in the ESG field. In addition, considering the company's development, this process helps redefine the stakeholders most relevant to Cellnex. Based on this analysis, seven main stakeholders have been identified:

• Customers: Under Cellnex's business model, all customers are B2B. See the "Customers" section for details.

• Investors and shareholders: companies that invest in Cellnex and/or analyze their sustainable profitability. For more information, see the

• Employees: former employees and newly hired employees in each country where Cellnex is located. For more information, see the

• Society and local communities: including local communities, non-governmental organizations, social and business associations. For more information, see the "Social Contributions" section.

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• Suppliers: Includes suppliers of all sizes. For more information, see the "Suppliers" section.

• Media: including news, communications, branding and advertising agencies.

• Public administration and associations: including European, national, regional and local administrations, regulatory agencies, industry associations, technology platforms and universities or training centers.

In terms of public administration and association stakeholder groups, Cellnex actively cooperates with various entities at the national and international levels. Cellnex's participation in various associations allows it to improve its contact with other players in the industry and participate in decisions that affect the company.

In addition, Cellnex participated in the forum to share its knowledge and experience. By participating in these forums, Cellnex understands the latest trends and enriches them through the knowledge transfer that occurs between entities that are part of the forum. Cellnex also cooperates with different foundations as well as universities and training centers.

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Cellnex maintains close relationships with its stakeholders through continuous communication, especially with customers, employees, suppliers, shareholders and investors. This dialogue is based on each interaction with stakeholders through the different channels established for this purpose.

The company participated in a number of events during the year, most of which were virtual events conducted through video conferences to share its expertise in different fields. The most outstanding are:

• Women reset now (Madrid): The two-day virtual conference brings together celebrities to start building a sustainable and diversified world, reshaping employment and discovering new ways of life, always paying attention to the challenges faced by women. Àngels Ucero, Director of Global Management System of Cellnex Telecom, was invited as a guest speaker.

• The first Space and Industrial Economy 5.0 Seville Virtual Summit: This event promotes the development of innovation, technology and new industries in Spain, has a clear international mission and strong influence in the aerospace field, as well as full of vitality and innovation The vision economy. José Antonio Aranda, Director of Innovation and Product Strategy at Cellnex, was invited as a guest speaker.

• Conference on Innovation, Technology and Digitization: The Future and Digital Europe: The axis of the event revolves around how Europe and Spain can improve their digitization when supercomputing, artificial intelligence, cybersecurity, digital divide, data management or digital sovereignty have become a reality At the same time face challenges and worries. Cellnex CEO Tobías Martínez was invited to speak at an event

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Margrethe Vestager, Executive Vice President and Commissioner for Competition in the Digital Age of the European Commission, and Nadia Calviño, Minister of Economic Affairs and Digital Transformation of the Spanish Government, also attended the meeting.

• STEM Women's Conference (SWC) (Barcelona): The meeting point of STEM companies, initiatives and institutions, aimed at making women talents in the STEM field visible and promoting their development. Anna Bufí, director of rural people and organizations, was invited as a speaker.

• BNEW: physical and digital B2B activities, bringing together unique activities in the fields of logistics, real estate, digital industry, e-commerce, and economic zones. They all have one thing in common: the new economy. Cellnex Telecom Global Mission Critical and Private Network Director Mikki Uusitalo and Innovation and Product Strategy Director Jose Antonio Aranda were invited as speakers.

• DigitalES Summit: A virtual meeting where people and technology share the spotlight in a 3D-generated scene to focus on the work of all participants leading the transformation and digitization of Spain in such a complicated period. Under the concept of "leading change", innovative and digital leaders, companies and public institutions meet. Oscar Pallarols, Global Business and Innovation Director of Cellnex Telecom, was invited as a guest speaker.

• 4K Summit: The 4K Summit is the main international conference for professionals in the field of ultra-high-definition industry technology and audiovisual content. Xavi Redón, Product Manager of Cellnex, was invited as a speaker.

• Critical Communication World: Global conferences and exhibitions in critical communication fields. The spokesperson of Valentí Roca, Global Head of Cellnex Telecom's Private Network, and representatives of Nokia, BASF and Ofcom participated in the roundtable.

• 1er webinar: "La Parole des Dirigeants": The Official French and Spanish Chamber of Commerce (COCEF) launched a series of testimonials from business leaders who talked about the impact of COVID-19 on their activities. Vicent Cuviller, Managing Director of Cellnex France Groupe, was invited as a guest speaker.

• Intel Network and Edge vSummit Series: The Virtual Summit series brings the latest technologies that promote the development of network and edge infrastructure. Jose Antonio Aranda, Director of Innovation and Product Strategy at Cellnex Telecom, shared their insights with CenturyLink and Lenovo experts to help you expand your knowledge of providing visual experiences on the edge and content delivery networks (CDN).

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2020 Cellnex awards and recognition

In 2020, Cellnex won multiple awards to recognize the company's good performance and its contribution to society.

In addition, Cellnex, together with celebrities such as CEOE or Ametic, as well as leading companies such as Telefónica, Whirlpool, Hispasat, Fundación Orange, have become members of the jury of the first IT Pioneer Award.

The award will be awarded to a female telecommunications engineer every year in recognition of her career and career as a "pioneer". The goal of this "Pioneer of the Year"

The purpose of the award is to let people know about the contributions and achievements in society, thanks to female talents in the technical field, especially in the field of telecommunications.

In this regard, the Pioneras_IT Award will also repeatedly mention teaching centers or institutions that promote scientific careers: in particular, Pioneras_IT public institutions, Pioneras_IT private institutions and Pioneras_IT educational institutions are mentioned.

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Milestones and key figures for 2020

The year ending December 31, 2020 highlights the unique combination of defensive and high-quality structural growth with limited COVID-19 risk, which can be achieved through sustained and sustainable organic growth, solid financial performance, and integration Unremitting attention to achieve.

Alternative Performance Measurement (APM) is a financial measurement of historical or future financial performance, financial status, or cash flow, rather than a financial measurement defined or specified in the applicable financial reporting framework.

Cellnex believes that certain APMs are

Management makes financial, operational, and planning decisions that provide useful financial information, which, in addition to financial statements prepared in accordance with applicable accounting regulations (IFRS-EU), should also be considered when evaluating its performance. These APMs are consistent with the main indicators used by the capital market analyst and investor community.

In accordance with the provisions of the European Securities and Markets Authority (ESMA) guidelines on the transparency of alternative performance measures issued by the European Securities and Markets Authority (ESMA) effective July 3, 2016, Cellnex provides the following information about APMs that it considers important: Adjusted EBITDA ; Adjusted EBITDA margin; total net financial debt; maintenance, expansion, and M&A capital expenditures; recurring leveraged free cash flow.

The above-mentioned definition and determination of APM are disclosed in the attached consolidated financial statements and therefore verified by the group auditor (Deloitte).

The company presented the comparative financial information of the previous year, details of which are set out in Note 2.f of the attached consolidated financial statements.

This is in contrast to the “depreciation and amortization expenses” before (after the adoption of IFRS 16) and the addition of (i) certain non-recurring items (such as COVID donations, layoff reserves, additional compensation and welfare costs, as well as acquisition-related costs and Taxes) or (ii) certain non-cash items (such as advances to customers and LTIP remuneration paid in the form of shares).

The company uses adjusted EBITDA as the operating performance indicator of its business units and is widely used as an evaluation indicator by analysts, investors, rating agencies and other stakeholders. At the same time, it is important to emphasize that adjusted EBITDA is not a measurement standard adopted in accounting standards, and therefore should not be regarded as a substitute for cash flow and as a liquidity indicator. Adjusted EBITDA has no standardized meaning, so it cannot be compared with the adjusted EBITDA of other companies.

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The amounts on December 31, 2020 and December 31, 2019 are as follows:

Adjusted EBITDA (thousand euros)

Adjusted operating profit before depreciation and amortization (Adjusted EBITDA)

The non-recurring and non-cash expenses and customer advances as of December 31, 2020 and 2019 are listed below (see note 20.d of the attached consolidated financial statements):

i) COVID donations, involving Cellnex's financial donations (non-recurring items) to different institutions in the context of the coronavirus pandemic, totaling 5.62 million euros.

ii) The layoff reserve, which mainly includes the impact of the reorganization plan detailed in Note 19.a of the attached consolidated financial statements on 2020 and the end of 2019, amounting to 4,912 thousand Euros (5,552 thousand Euros at the end of 2019).

iii) LTIP share-based compensation, which corresponds to the accrued LTIP compensation at the end of the year, is paid in Cellnex shares (see Note 19.a of the attached consolidated financial statements, non-cash items), with an amount of 8,455 Euro's (5.962 million Euros at the end of 2019) , And the cost of additional compensation and benefits equivalent to additional unconventional bonuses (non-recurring items) of employees is 316,000 Euros (end of 5.117 million Euros in 2019).

iv) At the end of 2019, the cancellation fee for service contracts related to cancellation fees related to changes in administrative and financial service providers was 1.545 million Euros. This change is to implement a new industrial model at the group level to ensure the optimization and standardization of policies, processes and procedures in all countries (non-recurring items).

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Finally, the company's financing must be sustainable, otherwise banks and investors will not give us.

Isard Serra, Global Finance Director

v) Advances to customers, including amortization paid for the demolition site and the corresponding demolition costs, totaling 3.659 million euros (3.79 million euros at the end of 2019). These costs are regarded as customer advances related to follow-up service agreements signed with customers (mobile telecom operators). These amounts are deferred during the term of the service contract with the operator because they are expected to generate future economic benefits in the existing infrastructure (non-cash items).

vi) The costs and taxes related to the acquisition, mainly including the expenses incurred during the acquisition process (non-recurring items), amounted to 26.409 million euros (20.285 million euros at the end of 2019).

Corresponds to the adjusted EBITDA divided by total revenue, excluding the elements passed on to customers (mainly electricity) from expenses and revenue.

In summary, the adjusted EBITDA margins on December 31, 2020 and December 31, 2019 were 75% and 68%, respectively.

The total financial debt corresponds to “bond issuance and other loans”, “loans and credit arrangements” and “lease liabilities”, but does not include any debts held by group companies registered under the equity consolidation method, “derivative financial instruments” or “other Financial liabilities".

In summary, its values ​​as of December 31, 2020 and December 31, 2019 are as follows:

Ross financial debt (thousand euros)

Bond issuance and other loans (note 15)

Loans and credit facilities (note 15)

Related to "total financial debt" minus "cash and cash equivalents"

Together with "total financial debt", the company uses "financial debt net" as a measure of its solvency and liquidity, because it indicates current cash and equivalents related to total debt liabilities. From net financial debt, common indicators are calculated, such as "annual net debt/12-month forward-looking adjusted EBITDA", which is often used by analysts, investors, and rating agencies as an indicator of financial leverage.

Please refer to the "Liquidity and Capital Resources" section of this consolidated management report for the "Net Financial Liabilities" as of December 31, 2020 and December 31, 2019.

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Corresponds to investment in existing tangible or intangible assets, such as investment in infrastructure, equipment, and information technology systems, which are mainly related to maintaining the good operation of the site, but does not include the investment in increasing the site's capacity.

Expansion (or organic growth) capital expenditure

This includes site adjustments for new tenants, land leases (cash advances) and efficiency measures related to energy and connectivity, as well as early site adjustments to increase site capacity. Therefore, it corresponds to investments related to business expansion, generating additional recurring leveraged free cash flow (including decommissioning, telecommunications site renovation for new tenants, and advance payments for land leases).

Expansion of capital expenditure (tailor-made plan)

Corresponding to the promised customized projects (including sites, backhauls, backbones, edge computer centers, DAS nodes or any other types of telecommunications infrastructure and any advanced payments related to them) and engineering services for different customers. May include any temporary maintenance capital expenditures that may be required for any service line.

M&A capital expenditure

Corresponding to the investment in the company's equity (excluding the amount of deferred payment payable in the subsequent period) and the major investment in the acquisition of the site or land portfolio (asset purchase).

The total capital expenditures for the years ended December 31, 2020 and December 31, 2019, including prepayments for property, plant and equipment, intangible assets, land leases, and business combinations, are summarized as follows:

Capital expenditure (thousand euros)

Maintain capital expenditure expansion (or organic growth) capital expenditure

Expansion of capital expenditure (tailor-made plan)

M&A capital expenditure

Recurring leveraged free cash flow

The company believes that recurring leveraged free cash flow is one of the most important indicators of its ability to generate stable and growing cash flow, which enables it to ensure that it creates value for shareholders and continues over time. The standard used to calculate recurring leveraged free cash flow is the same as the previous year.

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Recurring leveraged free cash flow ("RLFCF") on December 31, 2020 and 2019

Recurring leveraged free cash flow (thousand euros)

Lease installment and interest payment in the normal course of business (2)

Changes in current assets/current liabilities (4)

Net interest payments (excluding interest payments on lease liabilities) (5)

Net dividends from non-controlling interests (7)

Recurring leveraged free cash flow (RLFCF)

Expansion (or organic growth) capital expenditure (8)

Expansion of capital expenditure (tailor-made plan) (9)

M&A capital expenditure (cash only)

Net cash flow from financing activities (12)

Other net cash outflows (13)

(1) Adjusted EBITDA: Operating profit before D&A (after adopting IFRS 16) and adding back (i) certain non-recurring items (such as COVID donations (6 million euros), redundant reserves)

(5 million euros), additional salary and benefits costs (0.3 million euros) and acquisition-related costs and taxes (26 million euros) and (ii) certain non-cash items (such as advances to customers (4 million euros) ), including the amortization of the amount paid for the site to be demolished and the corresponding demolition costs, as well as the remuneration (8 million euros) paid by LTIP in shares and other forms.

(2) Corresponding to i) lease installments paid in the normal course of business (223 million euros) and; ii) interest payments on lease liabilities (142 million euros). See note 16 of the attached consolidated financial statements.

(3) Maintenance capital expenditure: Investment in existing tangible or intangible assets, such as investment in infrastructure, equipment, and information technology systems, is mainly related to maintaining the good working condition of the site, but does not include the investment in increasing the site's capacity.

(4) Changes in current assets/current liabilities (see the relevant chapters of the consolidated cash flow statement for the year ended December 31, 2020).

(5) Corresponding to the net amount of "interest paid" and "interest received" in the attached table

The consolidated cash flow statement for the year ended December 31, 2020 does not include "interest payments on lease liabilities" (142 million euros) (see Note 16 to the attached consolidated financial statements) and non-recurring financing costs related to mergers and acquisitions ( 12 million euros)).

(6) Income tax payment (see the relevant part of the attached consolidated cash flow statement for the year ended December 31, 2020).

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(7) Corresponding to "dividends paid to non-controlling interests", "dividends received" and

"Others" in the attached consolidated cash flow statement for the year ended 31st

(8) Corresponding to cash advances provided to the landlord (46 million euros), excluding other non-recurring cash advances, energy and connectivity-related efficiency measures (34 million euros), etc.

(Including early site adaptation to increase site capacity). Therefore, it corresponds to investments related to business expansion that will generate additional recurring leveraged free cash flow.

(9) Committed to "tailor-made" plans and further initiatives (including sites, backhaul, backbone networks, edge computing centers, DAS nodes or any other types of telecommunication infrastructure and any advance payments related to them). It also includes contracted engineering services or work and research with different customers, including temporary capital expenditures that are ultimately required.

(10) It mainly corresponds to the investment in the company's equity after the "cash and cash equivalents" of the acquired company are merged into the consolidated balance sheet and the major investment in the investment portfolio (asset acquisition) of the acquisition site or land. Mainly corresponds to the acquisition of Hutchinson, Arqiva, Meo and Nos.

(3)+(8)+(9)+(10) The amount generated, hereinafter referred to as "total capital expenditure" (6,267 million euros), corresponds to "total investment" (refer to the " "Capital Expenditure" heading) Report for the year ended December 31, 2020) minus "Cash and cash equivalents"

Number of acquired companies (111 million euros, see note 6 of the attached consolidated financial statements).

Total capital expenditure (6,267 million euros) also corresponds to "total net cash flow from investment activities"

(5,897 million euros, see the relevant part of the attached consolidated cash flow statement for the year ended December 31, 2020), + cash advances to the landlord (264 million euros, see attached notes to the consolidated financial statements 16) + (106 million euros, including financial investments, time effects related to asset purchases, and minority shareholder contributions).

(11) Including "non-recurring expenses and customer advances" involving cash flow, corresponding to "COVID donations", "redundant reserves" and "acquisition-related costs and taxes."

(12) Corresponding to “total net cash flow from financing activities” (7,434 million euros, see related

Attached part of the consolidated cash flow statement for the year ended 31st

December 2020), excluding lease installments in the normal course of business (223 million euros) (see footnote 2) and cash advances to the landlord (264 million euros) (see footnote 10), including non-profits related to mergers and acquisitions Recurring financing costs (12 million euros).

(13) Mainly corresponding to time effect, minority shareholders' contribution and "exchange difference" (see the relevant part of the attached consolidated statement)

Cash flow for the year ended December 31, 2020).

(14) “Net (decrease)/increase in cash and cash equivalents from continuing operations” (see the relevant part of the attached consolidated cash flow statement for the year ended December 31, 2020).

Operating income for the year ended December 31, 2020 was 1.605 billion Euros, an increase of 55% over the end of 2019. This increase is mainly due to the integration of business mergers and asset acquisitions in France and Italy (Iliad), Switzerland (Salt), the United Kingdom (BT), Ireland (Cignal) and Spain (Orange) in the second half of 2019, as well as the integration of asset acquisitions in 2020 During the year, it acquired Omtel, Edzcom, On Tower UK subgroup and On Tower Portugal (see note 6 of the attached consolidated financial statements).

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As mentioned above, revenue from telecom infrastructure services increased by 83% to 1.273 billion euros, thanks to organic growth and acquisitions achieved in the second half of 2019 and 2020. Due to the growing demand for wireless data communication services and the growing interest of mobile network operators (MNOs) in developing high-quality networks that meet consumer demand for uninterrupted coverage and wireless bandwidth availability, this business segment is characterized by steady growth (Based on the new long-term evolution "LTE" technology), in the most effective way. In recent years, the Group has consolidated its infrastructure network and long-term strategic relationship with its major customer mobile network operators. In addition to the current investment portfolio, the management of the group

Several potential acquisitions have been identified and are currently being analyzed using its demanding capital deployment standards. The Group has a high-quality asset portfolio composed of selected assets and carries out subsequent streamlining and optimization of tower infrastructure for telecommunication infrastructure services. Its main value-added recommendations in this business area include providing services to other mobile network operators in the tower to simplify the customer's network. go through

By increasing the ratio of customers to infrastructure, the Group will generate additional revenue with very little additional cost. This network streamlining can bring significant efficiency to groups and mobile network operators. In this context, the group's organic growth strategy is based on four different business models: (i) multiple allocation, (ii) tailor-made, (iii) rationalization, and (iv) adjacent assets to the tower.

The revenue of the broadcasting infrastructure business was 227 million euros, a decrease of 3% from the end of 2019. It is worth mentioning that Cellnex completed the general cycle of renewing contracts with customers in the broadcasting sector last year, although the relative weight of this market segment has dropped significantly in recent years. The business segment’s strategy is to maintain its strong market position while capturing potential organic growth. Cellnex plans to use its technical knowledge, market understanding and employees' technical expertise in infrastructure and network infrastructure to maintain its leading position in the Spanish national digital television field (it is the sole operator of the national television multiplexer) . Most of the contracts signed by the Group and operators are linked to inflation, and some do not have a minimum or lower limit. In the past, the Group's contract renewal rate in this business segment was very high, although it may face price pressure from customers when renegotiating the contract. The Group plans to continue to work closely with regulators on the technological development of the television and radio broadcasting market, and to use its existing infrastructure and customer relationships to obtain business in nearby regions where it benefits from its competitive advantages.

Revenue from other network services increased by 4% to 105 million euros. This constitutes a professional business that can generate stable cash flow and has attractive growth potential. Considering the critical nature of the services the Group cooperates with, its customers require in-depth technical knowledge, which is reflected in the demanding service level agreements. The Group believes that it has a superior market position and geographic distribution, has established good relationships with government agencies, and has excellent infrastructure for emergency situations and public services.

The Group aims to use its valuable network to differentiate its claims from competitors by focusing on services and solutions, and to use it to provide mobile network operators with two-way high-speed data transmission in its infrastructure. The company plans to use its infrastructure and frequency planning expertise to design, launch and operate advanced telecommunications services in the PPDR network field for public administrations, including TETRA and LTE service networks. The company aims to become a leader in new infrastructure services including urban telecommunications infrastructure solutions. In addition, Cellnex provides fiber optic connections in Spain after acquiring XOC. Its main customer is the public administration department.

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Transactions conducted during 2019 and 2020, especially in the telecommunications infrastructure service business segment, helped increase operating revenue and operating profit, the latter also being affected by measures to improve efficiency and optimize operating costs.

With the increase in revenue, adjusted EBITDA was 72% higher than at the end of 2019, reflecting the Group's ability to continuously generate cash flow.

In the context of rapid growth, the cost of "depreciation and amortization" increased significantly compared with the end of 2019, and increased by 94% compared with the end of 2019, due to higher fixed assets (property, plant and equipment, and intangible assets). The attached consolidated balance sheet, after the business combination carried out during the second half of 2019 and 2020.

In addition, net financial losses increased by 83%, mainly due to new bond issuances in 2020. Similarly, the income tax for 2019 includes the impact of updating the tax rates of certain subsidiaries, which has a positive impact of 19 million euros in the consolidated income statement of the previous year.

Therefore, the net loss attributable to the parent company on December 31, 2020 was EUR 133 million, which was due to the significant impact of higher amortization and financial costs associated with the aforementioned intensive acquisition process and the subsequent geographic expansion. This situation is consistent with the strong growth that the group continues to experience. As stated in the 2019 annual performance report, the group expects to continue to experiment with the net loss attributable to the parent company in the next few quarters.

As of December 31, 2020, total assets were 24.07 billion euros, an increase of 85% from the end of 2019, mainly due to the acquisition of Omtel, Edzcom, On Tower UK subgroup, On Tower Portugal, CK Hutchison Networks (Austria), CK Hutchison Networks (Ireland) and On Tower Denmark. Approximately 70% of the total assets involve property, plant and equipment and other intangible assets, which are in line with the nature of the Group's business related to the management of terrestrial telecommunications infrastructure. The increase in property, plant and equipment and intangible assets was mainly due to the aforementioned acquisitions.

The total investment executed in 2020 is 6.377 billion euros, part of which is used to generate new income streams related to the investment in the merger of new assets in Portugal, the United Kingdom, Finland, Austria, Denmark and Ireland, in order to continue to integrate and promote the new French Site, as well as the improvement of efficiency and the maintenance of installed capacity.

The consolidated net equity at December 31, 2020 was 8.933 billion euros, an increase of 77% over the end of 2019, mainly due to the 4 billion euro capital increase in July 2020.

In terms of bank borrowing and bond issuance, on December 31, 2020, Cellnex's debt structure is characterized by flexibility, low cost and high life expectancy. The average life span of the debt is 5.8 years, the approximate average cost is 1.6% (withdrawing the debt), and the fixed interest rate is 81%.

As of December 31, 2020, the group's net financial debt was 6.5 billion euros, compared with 3.926 billion euros at the end of 2019 (restated). Similarly, on December 31, 2020, Cellnex received approximately 17.6 billion euros (6.6 billion euros at the end of 2019) of instant liquidity (cash and undrawn debt).

According to a report issued by the international credit rating agency Fitch Ratings Co., Ltd. on April 15, 2020, it is confirmed that Cellnex holds a long-term “BBB-” (investment grade) with stable prospects and according to the international credit rating agency Fitch Ratings Co., Ltd. The long-term "BB+" international credit rating agency Standard & Poor's Financial Services Co., Ltd. with stable prospects confirmed in a report released on November 17, 2020.

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The reconciliation of the title "Net interest paid" in Consolidated

Corresponding to the cash flow statement for the years ended December 31, 2020 and December 31, 2019, the "net financial loss" in the consolidated income statement is as follows:

Unpaid bond and loan interest

The accrued interest of the previous year is paid in the current period

Net interest paid

Consolidated Cash Flow Statement

(1) The net interest paid in accordance with the consolidated cash flow statement corresponds to i) "Interest payment on lease liabilities" (see Note 16 to the attached consolidated financial statements) amounting to EUR 142,523 thousand plus ii) "Net interest payment (not Including interest payments on lease liabilities)” with an amount of 104,593,000 Euros (see the “recurrent leveraged free cash flow” section of the attached consolidated management report) and iii)

Non-recurring financing costs related to mergers and acquisitions, amounting to EUR 11,813 thousand (see the “recurring leveraged free cash flow” section in the accompanying merger management

Reconciliation of the heading "Income Tax Payment" in the consolidated statement

Corresponding to the cash flow statement for the years ended December 31, 2020 and December 31, 2019, the "income tax" in the consolidated income statement is as follows:

Last year's income tax payment

Last year's income tax receivable

Pay income tax according to the consolidated cash flow statement

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Information about deferring payments to suppliers

See note 17 of the attached consolidated financial statements.

See note 4 of the attached consolidated financial statements.

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Create value in the company

Cellnex's financial structure

Cellnex's borrowing is represented by a combination of loans, credit facilities and bonds

problem. As of December 31, 2020, the total limit of available loans and credit lines is 14,783,715 thousand euros (5,877,303 euros as of December 31, 2019), of which the credit line is 3,324,205 thousand euros, the credit line is 11,459,225 thousand euros, and the loan line is 11,459,225,000 Euros (22 As of December 31, 2019, the total loan amount was 3,587,076 thousand Euros).

ellnex financial structure (1) (thousand euros):

Bond issuance and other loans

(1) Excluding the heading "Lease Liabilities" in the attached consolidated financial statements.

(*) These concepts include the nominal value of each title, not the total value or net value of the title. See “Maturity Loans” in Note 15 of the attached consolidated financial statements.

As of December 31, 2020, Cellnex’s weighted average cost of debt (considering drawn and undrawn borrowings) was 1.1% (as of December 31, 2019, 1.5%), and the weighted average cost of debt (considering only drawn Borrowing) is 1.6% (1.7% as of December 31, 2019).

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The following chart lists Cellnex’s nominal contractual obligations (in millions of euros) related to loans as of December 31, 2020:

In accordance with the financial policy approved by the board of directors, the Group gives priority to ensuring the source of financing at the parent company level. The purpose of this policy is to ensure access to financing at a lower cost and longer term, while diversifying its funding sources. In addition, this encourages capital market access and allows greater flexibility in financing contracts to promote the group's growth strategy.

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The "Net Financial Liabilities" as of December 31, 2020 and 2019 are as follows:

et Financial debt (thousand euros)

Cash and cash equivalents (note 11)

(1) As defined in the accompanying "Business Performance and Results" section

Comprehensive management report corresponding to the year ended December 31, 2020.

On December 31, 2020, net financial debt was 6.5 billion euros (restated at 3.926 billion euros in 2019), including a consolidated cash and cash equivalent position of 4.652 billion euros (2,352 million euros in 2019).

et Evolution of financial debt (thousand euros)

Recurring leveraged free cash flow

Expansion (or organic growth) capital expenditure

Expansion of capital expenditure (tailor-made plan)

Capital expenditures for mergers and acquisitions (cash only) Non-recurring items (cash only) Dividends paid by other net cash outflows (1) Treasury stocks (2)

Net repayment of other borrowings (3) Changes in lease liabilities (4)

Unpaid accrued interest and others (5)

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(1) "Dividends paid" (see the relevant part of the attached consolidated cash flow statement for the year ended December 31, 2020).

(2) "Acquisition of treasury shares" (see the relevant chapters of the consolidated cash flow statement for the year ended December 31, 2020).

(3) Corresponding to the “net repayment of other borrowings” (see the relevant part of the attached consolidated cash flow statement for the year ended December 31, 2020).

(4) The long-term and short-term changes in the “lease liabilities” of the attached consolidated balance sheet as of December 31, 2020. See note 16 of the attached consolidated financial statements.

(5) "Accumulated interest unpaid and others" includes the settlement of debts that the company has undertaken.

"Omtel Acquisition" (see note 6 of the attached consolidated financial statements).

The breakdown of available liquidity on December 31, 2020 and 2019 is as follows:

Available for credit line (Note 13)

Cash and cash equivalents (note 11)

Regarding corporate ratings, on December 31, 2020, Cellnex held a long-term

According to the report issued by the international credit rating agency Fitch Ratings Co., Ltd. on April 15, 2020, it is confirmed that "BBB -" (investment grade) has a stable prospect, and according to the international credit rating agency, a long-term "BB+" with stable prospects A report issued by Standard & Poor’s Financial Services Co., Ltd. on the 17th confirmed

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Code of Best Tax Practice

Spanish Tax Office 2020

Introduced to all countries in 2021

The Cellnex Group’s tax strategy and policies are based on the basic principles of regulatory compliance, that is, complying with the tax obligations that the group must perform in each country and region, and formulates the basic guidelines governing Cellnex Group’s decisions and actions on tax issues. The area where it does business. To this end, the group establishes relationships with tax authorities based on the duties of transparency, honesty and loyalty, and mutual trust. Group tax strategy was approved by Cellnex Telecom's board of directors in 2016

The Cellnex Group Audit Committee is the organization responsible for regularly reviewing this policy and proposing any comments or suggestions for revisions and improvements that it considers suitable for the board of directors.

The fiscal risk management and control framework is coordinated and centralized by the fiscal department, replicating the three-line defense model.

In order to obtain public interest and create value for its shareholders, it is important that Cellnex always adhere to the basic principles of respect and compliance with tax regulations when making business decisions to avoid tax risks and inefficiencies.

In this regard, Cellnex complies with the Spanish Tax Office’s Code of Good Tax Practice. This Code contains recommendations for companies to follow voluntarily, aimed at improving legal certainty, mutual cooperation based on good faith and good trust between the Spanish tax office and the company, and responsible application of company tax policies approved by the board of directors.

Also in 2020, a new version of the financial information internal control system was updated, which has been launched to reasonably ensure the reliability of financial information released on the market.

For 2021, a proposal is being prepared to improve and adjust the tax policy and expand its scope and management model.

In addition, the deployment and international promotion of the structure and methods of the tax control framework that exist in the company will continue in 2021, with special attention to the possible requirements of different countries on tax issues (if for example, the United Kingdom has specific requirements, such as the appointment of senior accounting officers. , Specific policies and procedures).

Based on the above, Cellnex is currently analyzing UNE Standard 19602 to determine the gaps and improvements between Cellnex’s tax compliance management system and UNE standards in order to formulate necessary actions for possible future certifications.

Cellnex is also very sensitive to its responsibilities in the economic development of the areas in which it operates and is aware of its responsibilities, helping to create economic value through taxes collected for itself and from third parties. Therefore, it has made a lot of efforts in accordance with the applicable rules in each region and paid great attention to fulfilling its tax obligations.

In accordance with the OECD’s revenue and payment realization accounting method, Cellnex’s total tax contribution in 2020 is 244.8 million euros (106.5 euros in fiscal year 2019). Self-owned taxes are taxes paid by the company, and third-party taxes are taxes collected and paid to various tax authorities on behalf of such third parties, so they are not the cost of the company.

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ellnex's tax contribution (in millions of euros)

Taxes collected from third parties (2)

Taxes collected from third parties (2)

(1) Including taxes and fees that are effective costs for the company (mainly including income tax, local taxes, miscellaneous taxes paid, and employer social security contributions).

(2) Including taxes collected by Cellnex on behalf of tax authorities or paid for third parties that do not affect the results (mainly including net value-added tax, deductions for employees and third parties, and employee social benefits)

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The breakdown of income tax paid by country in fiscal year 2020 is as follows:

Income tax payment breakdown by country/region (in millions of euros)

The value created by Cellnex in 2020 is 1,610.519 billion euros (91.03 billion in fiscal year 2019), which is mainly distributed to suppliers, employees, shareholders and public administration.

2 No data is available because they are new indicators for 2020.

3 The increase in corporate income tax for accrued profits and losses mainly comes from the increase in business volume in the United Kingdom (acquired Arqiva) and France and the inclusion of Ireland and Portugal.

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On January 21, 2021, Cellnex and Cellnex Netherlands, BV ("Cellnex Netherlands") and Deutsche Telekom AG ("DTAG"), Deutsche Telecom Europe, BV ("DTEU") and Digital Infrastructure Vehicle 1 SCSp ("DIV") Signed a framework agreement”), which stipulates the conditions, procedures and arrangements for the in-kind contribution of 100% of the capital of T-Mobile Infra, BV (“T-Mobile Infra”) through DIV. Cellnex Netherlands has approximately 3,150 sites, each The initial lease rate for each site is c.1.2 in exchange for a 37.65% equity interest in Cellnex Netherlands ("T-Mobile Infra Acquisition"). In addition, according to T-Mobile Infra MLA, T-Mobile Infra and T-Mobile Dutch, BV ( “T-Mobile”) has agreed to deploy about 180 additional site semesters in the Netherlands within seven years. DIV is an investment fund that invests mainly in European digital infrastructure assets. After the transaction is completed, DTAG and Cellnex (via the carrier) will act as limited partnerships People, Cellnex will be entitled to 51% of the opportunities provided by DIV related to towers, roofs, masts, small base stations or customized projects under certain conditions. The T-Mobile Infra acquisition strengthens the group’s industrial projects in the Netherlands, Therefore, Cellnex will carry out the second step of cooperation with the Deutsche Telekom Group following the precedent partnership in Switzerland.

The T-Mobile infrastructure acquisition is expected to be completed in the first half of 2021, including other customary regulatory authorizations. According to International Financial Reporting Standard No. 3, since the T-Mobile infrastructure acquisition was not completed on December 31, 2020, it was not considered in the attached consolidated financial statements for the year ended December 31, 2020.

T-Mobile's infrastructure acquisition and up to about 180 additional new sites to be deployed in the Netherlands, once these sites are deployed, are expected to contribute about 63 million euros in annual adjusted EBITDA each year. The expected annual adjusted EBITDA is based on management’s estimates and is therefore affected by known and unknown risks, uncertainties, assumptions and other factors. These factors may cause the actual annual adjusted EBITDA of the project to differ from the following expressions or recommendations. Significant difference: This forward-looking indicator. "Adjusted EBITDA"

Is APM (see the "Economic Performance" section of the attached document for definition)

CK Hutchison Holdings Sweden deal

On January 26, 2021, the Swedish transaction of Changjiang Hutchison Holdings was completed. Therefore, the Group acquired Hutchison’s European tower business and assets in Sweden, including approximately 2,300 sites. Cellnex also expects to deploy as many as 2,880 new sites in Sweden by 2026. Please refer to note 21.b of the attached consolidated financial statements.

According to IFRS No. 3, given that the CKH Holdings Sweden transaction was not completed on December 31, 2020, it was not included in the attached consolidated financial statements for the year ended December 31, 2020.

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On February 3, 2021, Cellnex (through its subsidiary Cellnex France) signed a put option agreement with Altice France, SAS ("Altice") and Starlight HoldCo S.à rl ("Starlight HoldCo"), which gave Altice and Starlight HoldCo requirements

The Group exclusively purchased their respective direct and indirect ownership in Hivory, SAS ("Hivory") share capital, totaling approximately 100% of Hivory's share capital, with an estimated consideration (corporate value) Cellnex will pay approximately 5.2 billion euros (" Hivory acquisition"). Hivory owns and operates approximately 10,535 sites in France.

In addition, Hivory has agreed to deploy 2,500 sites in France by 2029, as well as other agreed plans, with an estimated investment of approximately 900 million euros.

The completion of the Hivory acquisition is subject to certain prerequisites and is expected to be completed in the second half of 2021. According to IFRS 3, since the acquisition of Hivory was not completed on December 31, 2020, it was not included in the attached consolidated financial statements for the year ended December 31, 2020.

On February 24, 2021, the Group revised the 7,500,000 million euro bridge loan for mergers and acquisitions financing (see Note 15 to the attached consolidated financial statements), and cancelled the 1,600,000 million euro bridge loan. As of the date of the attached comprehensive management report, no amount has been drawn from it. Such financing will bear interest higher than EURIBOR and will be unsecured and non-subordinated.

On February 15, 2021, Cellnex successfully completed the issuance of three Euro-denominated bonds for qualified investors with a total amount of 2.5 billion euros (BBB rating by Fitch and BB+ by Standard & Poor's). The transaction includes a 500 million euro bond maturing in November 2026 with a coupon rate of 0.75%; a 750 million euro bond maturing in January 2029 with a coupon rate of 1.25%; and a 12.5 million euro bond maturing in February 2033. 100 million Euro 12-year bonds, with a coupon rate of 2%. Cellnex uses favorable market conditions to maintain its average debt cost and increase its average debt maturity. The net proceeds from the issuance will be used for general corporate purposes.

On February 23, 2021, after signing the Iliad Poland acquisition (October 2020), Iliad, Play and Cellnex further discussed the structure of the Iliad Poland acquisition and reached an agreement on an alternative structure. According to this structure, on the completion date (i) Play will sell 60% and 40% of the share capital of Play Tower to Cellnex Polish and Iliad Purple, respectively; (ii) immediately after the relevant share acquisition, P4 will sell P4 passives to Play Tower Infrastructure business. Both parties hope to fund business unit transactions through a combination of equity and shareholder loans. After obtaining the usual regulatory authorization, the Iliad Poland acquisition is expected to be completed in the first quarter of 2021.

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In terms of business prospects, in 2021, the group will continue to focus on achieving organic growth (using the characteristics of its neutral operators), integrate assets generated by signed inorganic agreements and seek new inorganic opportunities to continue to maintain the European benchmark independent tower operator Status.

Therefore, due to the expected organic growth of acquired assets and companies, especially for the year ending December 31, 2020, and their gradual integration into the group as a whole, the group expects that various key indicators will increase by at least 50 as of December 31, 2021. The percentage for the year ending in the day.

After the incremental contribution from the Arqiva acquisition (approximately six and a half months) and the NOS Towering acquisition, the group expects adjusted EBITDA for the year ending December 31, 2021 to be between 1.815 billion euros and 1.855 billion euros (approximately 9 months). ) And include contributions from transactions completed so far or expected to be completed in 2021, namely these boundaries: CK Hutchison Austria (approximately 12 months), CK Hutchison Ireland (approximately 12 months), CK Hutchison Denmark (approximately 12 months) Months), CK Hutchison Sweden (about 11 months), Play (estimated 9 months), T-Infra BV (estimated 8 months), CK Hutchison Italy (estimated 6 months) and SFR (estimated 3 months) . The guide also considers the new economic terms of the contract for the broadcasting infrastructure sector, following the contract renewal cycle completed last year, and group adaptation costs (company functions). The group also expects that its recurring leveraged free cash flow (RLFCF) will be between EUR 905 million and EUR 925 million for the year ending December 31, 2021 (an increase of approximately 50%) based on the following assumptions: maintenance capital expenditures account for revenue About 3%-4% of operating income, changes in working capital tend to be neutral, and interest costs are approximately 3% of operating income based on approximately 1.5% of debt costs and corporate taxes paid.

The group also expects organic PoP to increase by more than 5%.

The above profit forecast is based on some assumptions and is related to factors outside the full control of the board of directors. The profit forecast is prepared and prepared on a basis that is comparable with historical financial information and consistent with the Group's accounting policies.

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Global management system and risk management

In 2020, a new enterprise field called "Global Management System" was created, which includes four pillars: risk management, quality and certification, health and safety, and sustainability and the environment.

A management system committee was established to strengthen new areas. The following sections explain the risk management and quality and certification pillars. The health and safety pillars are detailed in "Chapter 4. Cultivating our talents, diversity and inclusion", and the sustainability and environmental pillars are described in "Chapter 6: Developing with a long-term sustainable environmental approach." Explain in detail.

As one of the main challenges in 2021, the region will launch a campaign to raise awareness of Cellnex’s contribution to the Sustainable Development Goals to communicate the commitments and actions taken in this area, which will help achieve Sustainable development goals. In addition, the global management system field will develop a project to track in detail the contribution of different projects to the sustainable development goals.

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Strengthen the global risk management model

At the end of 2019, in accordance with Cellnex's risk culture and commitment to strengthen global risk management, the board of directors approved the methodology of the three lines of defense risk model. These include the following:

• The first line of defense: operations management. This involves all functional areas of Cellnex, including the company and business units. The management has the ownership, responsibility and accountability to evaluate, control and mitigate risks, maintain effective internal control and report to management.

• The second line of defense: Global Risk Committee and Quality and Risk Management Department. This line of defense promotes and monitors the implementation of effective risk management practices, and assists in determining target risk exposures and reporting risk information through the organization. They report to senior management.

• The third line of defense: the internal audit department. This line of defense provides the board of directors and senior management with independent assurance on how the organization effectively assesses and manages its risks, and verifies how the first and second lines of defense operate.

In order to realize this commitment to integrated risk management, two initiatives were initiated: the creation of a global risk committee and the creation of a risk management department to strengthen the line of defense tasks.

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Applicable to all geographic regions

The goal of the Global Risk Committee responsible for the second line of defense is to deploy risk management in the Cellnex Group and verify the risks and action plans defined in each risk map. Its main functions are:

• Update the risk management policy.

• Sponsor the expansion of risk management to other areas of the group.

• Quarterly meetings to monitor risks, action plans and their continuity

• Quarterly meetings to monitor risks, action plans and their continuity.

The risk management department was established in 2020 as a new company field, aiming to cultivate a common risk culture in Cellnex. In this regard, the department created a global risk management method in Cellnex to ensure consistency across the group, created at a global level, and aimed to standardize the internal processes of the group.

In addition, the global risk management policy was approved in 2020. This policy establishes the basic principles and commitments in the field of risk management within the organization, their communication with relevant groups, and the gradual integration into all operating systems and processes of the Cellnex Group.

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The new risk model advocates a global risk culture, deploys (three lines of defense, provides a comprehensive response to the company's current and potential risks, improves decision-making and increases the resilience of the Cellnex Group

Andres Toribio, Global Head of Quality and Risk Management Cellnex Telecom

The principles and commitments established in this policy are universally applicable and must be considered in every project, business and activity carried out by the company. This policy is mandatory for all companies controlled by Cellnex Telecom.

The purpose of the global risk management model is to define the model and general methods of the Cellnex Group's global risk management. It establishes a governance model, roles and responsibilities, risk life cycle, risk classification, and assessment and risk monitoring. The purpose of the risk management blueprint is to define the risk management process in Cellnex.

With the transformation of the company's global risk management model, a two-year global risk management master plan will be formulated in 2021. This master plan aims to implement a global and horizontal risk management model in Cellnex. The master plan must be scalable and industrialized according to the company's development, allowing the establishment of three lines of defense, as well as processes in the field of global quality and risk management. The main objectives of the global risk management master plan are:

• Integrate risk and control culture into the company through a two-year transformation plan.

• Have a comprehensive response to the company's current and potential risks, thereby improving decision-making capabilities.

• Having a scalable, industrializable and digitized model allows us to continue to develop and adapt to new businesses without losing risk control.

• Cover different types of risks that may affect any area of ​​the company through comprehensive risk management.

• Develop a digital plan to detect, predict, and reduce company risks, while improving management efficiency.

• Follow the most common standards, methods and best practices in risk management (such as ISO 31000 and 22301, COSO or Magerit).

Similarly, one of the most important goals of the risk management department is to promote a risk culture in all Cellnex groups. To this end, a risk awareness program will be launched in 2021 to integrate risk management and control into routine actions and daily decision-making processes in all areas of Cellnex .

Finally, the Global Risk Compliance (GRC) tool will be implemented in 2021. GRC tools can add value to the integrated risk management, internal control and internal audit systems and their compliance and governance, thus putting Cellnex in a leading position. The tool will provide users with multiple functions, allowing the monitoring of necessary tasks to perform simple and user-friendly risk management, internal control, and internal auditing. The tool is suitable for the needs and requirements of all Cellnex stakeholders and facilitates decision-making through reliable data and dynamic and interactive visualization. The digitization of the model has a great impact on all stakeholders, both internal and external, and can simplify the integration of the model from the company to the business unit.

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Listed below are the main risks that may affect the activities of the Cellnex Group and the achievement of its goals. In this regard, one of the main challenges of the future global risk management master plan is to carry out a global risk assessment by 2023, including non-financial risks, especially climate-related financial risks, and human rights-related risks. Cellnex will work in this area in 2020. According to the recommendations of the “Climate Related Financial Disclosure Working Group (TCFD)”, it will consider such non-financial risks as operational risks of its activities and update the risks and opportunities brought about by climate change.” For details, please refer to Chapter 6. Develop in a long-term sustainable environmental approach.

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Risks related to the business environment of the Group and risks derived from the specific nature of its business.

III) Compared with competitors, the Group's position as a “significant market power” (“SMP”) operator in the Spanish digital terrestrial television (“DTT”) market imposes certain unfavorable obligations on it.

IV) Industry trends and technological developments may require the Group to continue to invest in asset class businesses adjacent to telecommunication towers, such as optical fiber, edge computing and small base stations.

V) Spectrum may not be available in the future, which will prevent or harm the Group’s plans or limit the demand for the Group’s services and products.

VI) The risks associated with most of the Group's revenue come from a small number of customers.

VII) Infrastructure shared risks.

VIII) The risk of failing to implement the entire scope of commitments.

IX) The expansion or development of the business of the Group, including through acquisitions or other growth opportunities, involves many risks and uncertainties that may adversely affect operating performance or disrupt operations.

X) The inherent risks of the acquired business and the international expansion of the Group.

XI) Risks related to certain subsidiaries that cannot be controlled.

XII) Risks related to the execution of Cellnex's acquisition strategy.

XIII) Regulatory and other similar risks.

XV) The risks related to the interests of the company's major shareholders may be different from those of the company.

XVI) Risks related to the industries and businesses operated by the Group.

XVII) The risk of not formulating a sustainable development strategic plan.

XVIII) Risks related to the maintenance of the rights to the land where the infrastructure of the Group is located.

XIX) Failure to attract and retain high-quality talents may be

The ability of the group to operate its business.

XX) The Group relies on third parties to provide critical equipment and services, and their failure to properly maintain these assets may adversely affect the quality of its services.

For details, please refer to Annex 2. risk.

XXII) Expected contract revenue (backlog).

XXVIII) Risks related to the debts of the Group.

XXIX) The company cannot guarantee that it will be able to implement its dividend policy or pay dividends (even if it is capable, the company will do so).

XXX) Fraud and compliance risks.

XXXI) Risks related to major agreements signed with the Group that may be modified due to changes in control clauses.

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Track the certification status of each country

Establish a management system department in 2020 to train

Cellnex's strategic goals are in line with European standards and contribute to the achievement of sustainable development goals. In this regard, we are currently defining an integrated management system model that will integrate multiple systems, such as the Information Security Management System (ISMS).

Cellnex’s organizational model is based on an integrated management system that provides a framework:

• Adopt a systematic approach in process implementation to ensure its effectiveness.

• Establish operations that ensure the quality of the services provided.

• Ensure that activities are carried out in compliance with the requirements of environmental, occupational health and safety, and information security reference standards and the requirements of current laws.

Similarly, Cellnex has common guidelines on quality, health, safety and environment, as well as a self-assessment method to achieve:

• Adapt the business units that have recently merged into the group to this management system.

• Quickly assess the maturity of the system in each business unit.

Therefore, the integrated management system and certification:

• Bring new business opportunities.

• Promote the implementation of the Cellnex industrial model.

• Realize continuous improvement through integrated management system to increase customer satisfaction.

As part of the management system, Cellnex's certification catalog is a tool that allows the company to understand the exact status of certification in all business units.

With the above objectives in mind, the gap analysis and roadmap aim to standardize the integrated management system of the entire group, while at the same time providing support in the certification process based on reference standards.

In the comparative analysis of the selected reference standards, it determined the commonalities and particularities of the reference standards (ISO 9001, 14001 and 45001), and compiled and analyzed the existing documents in the organization to meet the requirements of the reference standards. At the company level and business units. The resulting matrix collects the tools and compliance levels of each business unit in terms of the minimum requirements required by the reference standard.

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In order to continue to improve the management of the integrated management system of all its business units, Cellnex has defined a project to prepare an implementation guide for the Cellnex integrated management system, so as to:

• Cover the gaps found in each country.

• Integrate best practices identified at the group level.

• Promote the standardization and globalization of integrated management systems.

Work is underway to consolidate

In this regard, we want to emphasize that the integration of the integrated management system will be carried out as part of On Tower UK's 2021 integration process. Before its establishment, On Tower UK had an ISO-certified integrated management system 9001, 14001 and 45001 standards, which must now be reviewed and adapted to the Cellnex telecommunication management system.

In order to incorporate On Tower UK into Cellnex's integrated management

The existing documentation of the system is analyzed to determine the weaknesses that need to be addressed during the integration process, as well as the strengths and best practices that Cellnex considers as part of its continuous improvement process.

In every new Cell nex acquisition

Here, the quality and certification department will focus on deploying global certification in non-certified countries (ISO 9001, 14001, 45001, etc.) during the period 2021-2023. The main benefits of obtaining global certification in Cellnex are:

• It is more efficient to maintain and update certification because it is a single certification that applies to all companies and business units.

• From a cost perspective, it is more cost-effective to manage global certifications rather than local certifications, identify synergies and eliminate redundancy.

The approach followed by the quality and certification department is to create a global integrated quality management system (ISO 9001) for all business departments as a benchmark for establishing ISO 14001 and ISO 45001, and focus on continuous improvement and best practices for all Cellnex groups.

In short, Cellnex maintained the global certification level information security management system (ISO 27001) certification in 2020, consolidating its first global certification management system as the Cellnex Group.

At the local level, in accordance with the company's guidelines, the area responsible for the management system in the business unit has been successfully updated and received new certifications. These include Spain’s energy (ISO 50001) and service management (ISO 20000-1) local certification, the Netherlands’ quality certification (ISO 9001), quality, environment and health and safety certification (ISO 9001, 14001 and 45001), and in Italy Obtained the comprehensive certification of Enterprise Sustainable Development (EASI).

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In addition, Cellnex has been committed to corporate social responsibility certification (SA8000). This international standard certifies companies and organizations that develop social responsibility practices, focusing on the social impact of activities and the working conditions of their employees, partners, and suppliers. The SA8000 standard is based on internationally recognized decent work standards, including the Universal Declaration of Human Rights, International Labor Organization conventions and national laws. SA8000 applies the management system approach to social performance and emphasizes continuous improvement-not checklist audits. The elements of the standard are:

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Applicable to all regions

The services provided by Cellnex focus on meeting customer needs and requirements, by adding value throughout the service life cycle, and by providing supporting infrastructure and telecommunications services to operators, broadcasters, public administration agencies, and companies to improve satisfaction and Meet the requirements of all stakeholders.

In this regard, a global quality policy was approved in 2020. This policy is implemented and formulated within the integrated management system and is mandatory for all companies under Cellnex Telecom.

According to the global quality policy, a semi-annual quality master plan will be implemented in 2021. The master plan aims to establish Cellnex Telecom's strategic course of action in terms of quality, so as to formulate the basic principles and commitments contained in the policy. These strategic routes should incorporate quality into strategies and corporate actions as a key element involving all fields and departments. The ultimate goal is to achieve a higher level of sustainable development, continuous improvement and business excellence.

The master plan has been formulated as a tool to help provide continuity for quality actions, thereby positioning Cellnex Telecom as a leading company in this field.

These activities will be elaborated around this instrument that will be implemented at a later stage. The following steps will apply to monitoring and evaluation. The plan must be understood as a management element that is constantly evolving under continuous evaluation.

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Cellnex has established a continuous improvement model, including

From every geographic area where Cellnex operates

Customer care aims to create sustainable value, strategic focus and cross-domain commitments distributed to all stakeholders, and must be reflected in every action performed by Cellnex Telecom.

In addition, in 2021, Cellnex will establish a continuous improvement model that will enable the company to centralize all continuous improvement plans and align all these plans from a global perspective.

This global model will apply to all companies in the Cellnex Group, and a global framework will be created to develop Cellnex's continuous improvement, taking into account the local adaptability of business units. In addition, the best practices of all business units will be included in this global continuous improvement model to ensure that these initiatives can be effectively launched.

Once the global continuous improvement model is created and approved for the entire Cellnex Group, all continuous improvement plans should be collected and managed in a consistent manner to report the overall impact of their implementation. The impact of these initiatives must be measured by common indicators that allow us to show global figures for continuous improvement at the global level and from a local perspective.

In this regard, one of the most important goals of the quality and certification department is to promote a culture of quality and continuous improvement throughout the Cellnex Group. In order to achieve this goal, we need to launch an awareness-raising program in these areas, incorporating quality and continuous improvement aspects into our daily decision-making process in all areas of Cellnex.

Thanks to the quality and continuous improvement culture, the average frequency of network outages in Spain in 2020 is once every 97 days (76 days in 2019), and the average duration of network outages in 2020 is 2.0 hours (1.9 hours in 2019). In the Netherlands, there were 10 network outages in 2020 (2 in 2019), and the duration of network outages varies from 20 minutes to three days depending on the cause of the interruption. No data is available for other geographic areas where Cellnex operates.

Safety and availability of services during the COVID-19 pandemic

The 2020 service guarantee policy includes remote monitoring and operation tasks performed by the control center without affecting the service. This makes it possible to respond to the health crisis experienced by services and personnel protection.

Cellnex has different policies to ensure the availability of services developed in all parts of the value chain: engineering or design, supply or deployment, and operation and maintenance.

In terms of engineering, policies aimed at ensuring service availability are based on the selection of fault-tolerant network architectures, the selection of manufacturers and suppliers of recognized value, the selection of products and processes that meet the minimum specifications, and the use of redundancy. The most critical elements and parts of the network.

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In terms of operation and maintenance, the policy to ensure service availability includes prevention and correction. The notable preventive aspect is the use of preventive maintenance agreements to ensure that the installed equipment has a sufficient service life, and the supervision of services through the supervision system managed by the control center.

Similarly, contingency plans have been developed for specific services and infrastructure to ensure the continuity of certain services, such as DTT front-end and main distribution, within the established limits in the event of a potentially far-reaching event.

The control center manages corrective maintenance actions, always prioritizes technical resources to minimize the impact on the business, and considers the goal of maximizing compliance with the SLA agreed with the customer. The most outstanding approach is to analyze repeatability and related problem management in the process of continuous improvement to reduce the number of future outages and the possibility of downtime.

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Cellnex is adjusting company documents and procedures to accommodate the new

In June 2020, CNMV (National Stock Market Committee, Spanish abbreviation) issued a revised version of the "Guidelines for Good Governance of Listed Companies". As stated in the document, in recent years, a large number of good practices have emerged in corporate governance matters. Since the outbreak of the global financial crisis, these numbers have increased substantially, reflecting the widespread belief that listed companies operate in an appropriate and transparent manner as a corporate sector to create value, improve economic efficiency, and strengthen investor trust.

Therefore, the main objective of the Code of Good Governance of Listed Companies is to ensure the normal operation of Spanish corporate governance and administrative institutions to maximize competitiveness, build trust and transparency for shareholders and domestic and foreign investors, and improve internal control and corporate responsibility System and ensure the correct assignment of functions, responsibilities and responsibilities under the utmost rigorous and professional standards.

There are many new elements in the 2020 Good Governance Code:

• The Good Governance Code uses a new format based on the principles of selection and determination to provide information for each set of specific recommendations.

• A large number of recommendations of the 2006 Code have been written into legislation (in situations such as the exclusive powers of the general meeting of shareholders or the board of directors, individual voting of shareholders meeting items, split voting, etc.), and therefore, do not form part of the 2020 Good Governance Code.

• A new set of recommendations specifically address the so-called Environmental, Social and Governance (ESG), which in Spain and its neighbouring countries are increasingly regarded as key issues that the company’s corporate governance system must address, and therefore

It has a reasonable place in any good corporate governance proposal code.

In accordance with CNMV’s recommendations, Cellnex’s corporate documents are being revised to incorporate the best corporate governance practices recommended in the new CNMV Good Governance Guidelines for listed companies, including. In this regard, the target that the proportion of female directors in the board of directors reaches 40% by the end of 2022 and after will be incorporated into the director selection policy and board regulations.

On the other hand, the Board’s Appointment and Compensation Committee (ARC) has been renamed the Nomination, Compensation and Sustainability Committee (NRSC), which is the highest management body responsible for ensuring compliance with the commitments set out in the ESG policy, and possible actions resulting from it .

In addition, in 2020, an external consultant evaluated the operation of the board and its committees. The results showed that the overall composition of the board of directors is good; there is a good flow of information, and it has a very high ability and flexibility to adapt and respond to needs under the special COVID-19 situation. In addition, the dedication of the board members is very high and the relationship with shareholders is well monitored.

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Cellnex in its

In their board of directors, however, some improvements for the next few years have been identified, and these improvements will be included in the action plan to be implemented.

The composition of the board of directors follows the selection and appointment policy of board members. According to Article 529 of the Spanish Company Law, the policy stipulates that when proposing to appoint or reappoint board members, the Nomination and Remuneration Committee shall be responsible for independent board members, and the board itself shall be responsible for all other circumstances.

According to Article 529 (i) of the Spanish Company Law, the mentioned policy stipulates that the selection of candidates for board members shall be based on a prior analysis of the company's needs, and the board of directors shall make recommendations and reports from the Nomination and Remuneration Committee. Because the purpose is to integrate different professional and management experience and skills, promote the diversity of knowledge, experience, age and gender, while keeping in mind the importance of the different activities carried out by Cellnex, and considering the need to be strengthened.

Therefore, candidates for the position of board member of the company must be glorious and ideal people with recognized solvency, and have the abilities, experience, qualifications, training, availability and commitment required for the position. They must be trusted professionals whose behavior and career conform to the principles set out in the Cellnex Code of Ethics and the mission, vision and values ​​of the Cellnex Group.

The overall composition of the board of directors remains the same in fiscal 2020, but certain positions have changed. The current composition of the board of directors ensures a compact, experienced and strategy-oriented board of directors, which includes three dedicated directors and seven independent directors in addition to the chief executive officer. Two vacancies that have not been completed as of the date of this report.

Changes in shareholder structure

Since the last year’s general meeting of shareholders, the shareholding structure has changed, the most important of which is the dissolution of ConnecT, which controlled 29.9% of Cellnex’s share capital by June 2020. Since then, each of the company’s three shareholders, ConnecT (Edizione, ADIA and GIC), controls its shares in the company: Edizione has 13.025%, GIC has 7.031%, and ADIA has 6.97%.

Therefore, as of June 2020, the main shareholders of Cellnex Telecom are:

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Board changes

The most significant changes in the board of directors of the Group in 2020 are as follows:

• Mr. Carlo Bertazzo, the exclusive director representing ConnecT, resigned on February 28, 2020.

• On April 2, 2020, after Mr. Carlo Bertazzo resigned, Mr. Christian Coco was appointed as the exclusive director of ConnecT.

• Ms. Elisabetta de Bernardi, the exclusive director of ConnecT, resigned on June 10 after the dissolution of ConnecT.

• The shareholders meeting held on July 21, 2020 approved Mr. Franco Bernabè, Mr. Mamoun Jamai and Mr. Christian Coco, and re-elected Ms. Marieta del Rivero Bermejo.

• Mr. Mamoun Jamai, the exclusive director of ADIA, resigned on August 24.

• On December 16, 2020, after Ms. Elisabetta de Bernardi resigned, Ms. Alexandra Reich was appointed as the exclusive director of GIC.

In 2021, the major changes to the board of directors are as follows:

• Mr. Franco Bernabè, the exclusive director of Edizione, resigned on January 4, 2021.

• Mr. Bertrand Kan was appointed as the Chairman of the Board of Directors on January 22, 2021.

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Cellnex Board of Directors

In 2020, the board of directors will hold 12 meetings (17 in 2019), with an attendance rate of 100% (95% in 2019). Due to the COVID-19 outbreak, the board of directors convened most of the meetings through video conferences, which did not affect its operations. There are also 8 ACC meetings (10 in 2019) and 12 NRC meetings (8 in 2019)".

The new CNMV Good Governance Code was released in June 2020. Cellnex is currently reviewing its company documents and processes to incorporate amendments introduced by the new Good Governance Code.

Nevertheless, during 2020, Cellnex complied with 61 of the 64 recommendations. For the remaining three recommendations, one should be emphasized:

Recommendations for Good Governance Code

• Recommendation 64: CEO compensation should not exceed two years of total compensation:

o The CEO's salary is two years.

o In addition, through the "post-contract" non-compete agreement, there is a compensation equivalent to one year.

The board of directors has seven independent directors (64% of the total number of current directors), two self-employed directors and one executive director. There are currently two vacancies on the board of directors. The Cellnex Audit and Control Committee (ACC) consists of four directors, of which three are independent directors and one is an exclusive director. The Nomination and Remuneration Committee (NRC) has five directors, of which four are independent directors and one is an exclusive director.

• Bertrand-Boudewijn Kan. He has extensive professional experience in the field of investment banking, with a particular focus on telecommunications, media and technology. Most of his career has been spent at Morgan Stanley, where he became the managing director and head of Eurotel. Then in 2006, he transferred to Lehman Brothers as the co-head of the global telecommunications team and a member of the European Operations Council. In 2008, he became the head of Nomura Securities' global telecommunications, media and technology group. He was a member of Nomura Securities and served on the Global Executive Committee of Investment Banking. He left the investment bank in 2012. In addition to serving on the Board of Cellnex, he currently serves as a member of the Wadhwani Asset Management Advisory Board, Chairman of Sentient Blue and Chairman of the Board of UWC Netherlands. Bertrand Kan graduated with a bachelor's degree. And a master's degree in economics from the London School of Economics.

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• Pierre Blyeux. Current President of CCR (Caisse Centrale de Reassurance), member of SECP (Canal+ Group) Strategy Committee, FIMALAC examiner, senior consultant of Bain & Company, and chairman of Harbor Conseils. He has served as CEO of Pont à Mousson, PPR, Moulinex, Geodis and Executive Director of SNCF. He has also served as executive director of La Redoute, member of the board of FNAC, independent director of Crédit Lyonnais and chairman of Areva's board of directors. Pierre Blayau is the Public Finance Inspector of the French Ministry of Finance and graduated from the Ecole de Paris

Nationale d'Administration de Paris and École Normale Supérieure de

• Gianpaolo Zamboleti. Most of his career has been spent in the chemical/pharmaceutical and telecommunications industries. Currently serving as Vice President of Unidad Editorial Department, SA used to be founder and managing director of Zambeletti España, president and CEO of Zambeletti Group, president of Italgas SpA, president and managing director of Ellem Industria Farmaceutica SpA. He served as the Vice President of the Farmindustria Association of Pharmaceutical Laboratories. In 2001, he was appointed as Senior Vice President of International Affairs of Telecom Italia Group. In addition, he is also a board member of Telecom Italia International (Netherlands), Auna, SA (Spain), Avea (Turkey), Oger Telecom (Dubai), Ojer Telekomunikasyon (Turkey) and Telekom Austria. Giampaolo Zambeletti holds a degree in chemistry from the University of Pavia, is the international trustee of the Friends of the Prado Museum Foundation in Madrid, and was awarded the Isabel la Católica Award by King Felipe VI in 2015.

• Peter Shore. He has extensive experience in telecommunications and technology. From 2007 to 2014, he served as the chairman of Arqiva in the United Kingdom. He has also served as Chairman of Uecomm, Lonely Planet Publications, Hostworks Group and Airwave. Shore has served as Group Managing Director of Telstra Australia, CEO of MyPrice (Australia/New Zealand) and Managing Director of Media/Communications/Partners. He has served as a director of Objectif Telecomunications Limited, Foxtel, SMS Management and Technology and OnAustralia. In addition, he is a member of the Siemens Australia Advisory Board. He has also served as a member of the board of directors of the National Association for the Prevention of Child Abuse and a member of the board of directors of the Australia-Britain Chamber of Commerce. He is currently the chairman of Gigacomm Pty Ltd, an Australian private broadband service provider. Leonard Peter Shore holds a degree in applied mathematics and computational science from the University of Adelaide.

• Marieta del Rivero She is an independent director of Cellnex Telecom and Gestamp Automoción. Non-executive chairman of Onivia. She is a member of the Mutual Aid Association of Lawyers and the advisory board of "Made in Möbile". She has served as Telefonica's Global Marketing Director, Telefónica Digital Business Executive Deputy Managing Director, Nokia Iberia CEO, Ericsson Senior Advisor, Seeliger & Conde Partner, and Spanish International Women's Forum Chairman. According to Le Monde, she is one of the “500 Most Influential Women and Men in Spain” in 2018, 2019 and 2020; she is one of the “Top 100 Women Leaders of 2018” selected by Mujeres & Cía and was selected by Spain Named "Best Executives of 2017"

Business Women's Association. She is the author of the book "Smart City: A Citizen's Vision". Marieta del Rivero is a member of the Management Committee of the Spanish Association of Directors (AED), AMP of IESE, EP and ECC certified executive coach of Singularity University. In 2019, she participated in

"Global Leadership Symposium" provided by Harvard Kennedy School.

Marieta del Rivero is a Bachelor of Business Administration from the Autonomous University of Madrid (UAM).

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• Annie Buvero. She is currently Chairman of the Board of Technicolor, as well as a senior advisor to TowerBrook Capital Partners and a board member of Capgemini and Edenred. She is also the chairman of the Abeona Foundation, whose motto is "Data Science Promotes Fairness and Equality" and is committed to the social impact of artificial intelligence and digital technology. Previously, she served as the CEO (from 2015 to 2017) of the biometrics and cyber security company Morpho and the general manager of the GSMA (from 2011 to 2015). She has also held multiple international management positions in telecommunications companies such as France Telecom/Orange (executive vice president of mobile services from 2009 to 2011), Global One Communications, Equant, and Telmex. Anne Bouverot holds a degree in mathematics and a doctorate in artificial intelligence from the Ecole Normale d'Education in Paris, and an engineering degree from Telecom Paris.

• Maria Luisa Gihalo. From 1996 to 2016, she spent most of her career in the Telefónica Group, where she held positions including Global Marketing and Sponsorship Manager, Terra España CEO, Marketing and Business Development Director in Spain, and her In the later years of the company, he was a member of the Spanish Executive Committee, serving as the head of strategy and quality. She is the exclusive director of EQT in Adamo Telecom Iberia, SA and Adamo Telecom, SL. She holds a degree in economics from the Autonomous University of Madrid.

• Franco Bernabé. He is a senior consultant for Barclays Bank. He contributed to the creation of Nexi SpA. Prior to this, he was the chairman and CEO of Telecom Italia. As CEO, he led the reorganization and listing of the Italian national oil company ENI on the New York Stock Exchange. Vice Chairman of Deutsche Europe, a member of the Board of Directors of PetroChina and Chairman of the Audit Committee for 14 years, a member of the Supervisory Board of the Dutch TPG Post Group, and a member of the JPMorgan Chase International Board of Directors. He is also a member of the Executive Committee of Confindustria and a member of the European Industrialists Roundtable. As chairman of the Venice Biennale, MART, Rome Quadrennial, and the Italian National Commission for UNESCO, he served free of charge in leading Italian cultural institutions. In 2011, he was knighted by the President of the Italian Republic.

• Christian Coco. He is the investment director of Edizione Srl. He is also a director of Edizione Group Benetton Srl, CEO of ConnecT Due, and a non-executive chairman of Benetton Group Srl. He started his career in strategic planning in the energy sector and joined Mediobanca's acquisition of the finance department in 2002. From 2007 to 2011, he worked in private equity companies, with a particular focus on investments in European infrastructure. Subsequently, until joining Edizion Group in 2015, he has been the head of planning, control and mergers and acquisitions of the CIR Group of the De Benedetti family. Christian Coco holds an engineering degree from the Milan Polytechnic and a postgraduate degree from MIP Utilities

• Alexandra Empire. After starting her investment banking career, she has 20 years of experience in the telecommunications industry. She is currently a member of the board of directors of the Dutch company Delta Fiber. She served as a senior advisor to Telenor, as well as the CEO of Telenor Thailand-DTAC (2018-2020) and CEO of Telenor Hungary (2016-2018) and Chairman of the Board of Telenor Serbia and Telenor Bulgaria. She has also held various positions in Swisscom (2009-2016) and Sunrise (2007-2009) in Switzerland and Hutchison (2005-2007) and United Telecom (2004-2005) in her hometown of Austria. Management positions. Alexandra Reich holds a degree and a master's degree in business administration from the Vienna University of Economics and Business Administration.

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Tobias Martinez. He is the top executive officer (CEO) of the company. He joined Acesa Telecom (Abertis Group) in 2000, first as a board member and general manager of Tradia, and then as Retevisión. Before joining Abertis Group, he led his own information and telecommunication system business project for more than 10 years. He studied telecommunications engineering and holds a Diploma in Executive Management from the IESE Business School (PADE) and a Diploma in Marketing Management from the Barcelona Advanced Marketing Institute (Barcelona Advanced Marketing Institute).

Non-Board Secretary:

• Jaime Velázquez. He has a law degree from Extremadura University and is a state lawyer on leave. He has extensive experience in commercial law, mainly in the mergers and acquisitions of regulated companies and matters related to corporate governance. He currently runs an international law firm in Spain, which he joined in 2005. Previously, he served as the Secretary of the Board of Directors and Director of Legal Counsel of the Official Credit Institute (ICO) of Spain, as well as the Secretary of the Board of Directors. Telecommunications Market Committee (CMT). He has participated in many meetings and served as an associate professor of business law at the University of Pompeii Fabra in Barcelona.

Deputy Secretary-General and non-member of the Board of Directors:

• Navarro, Virginia. She is the legal director of M&A and financing of Cellnex. Prior to this, she was a senior manager of the Abertis Legal Department

Infraestructuras, where she spent ten years actively participating in the group’s

Cross-border and cross-border mergers and acquisitions and financing projects. Previously, she worked as an assistant in the corporate department and Morgan Stanley's legal department at Linklaters in Spain. Virginia Navarro holds a law degree from the University of Pompeii Fabra (UPF) and a master's degree in international legal practice from Instituto de Empresa (IE).

Board Committee

The Cellnex governance structure is supplemented by the Audit and Control Committee (ACC) and the Nomination and Remuneration Committee (NRC), both of which are composed of non-executive directors, mainly independent directors. It is also important to note that independent directors preside over board committees. The responsibilities and operations of ACC and NRC are stipulated in the "Board Regulations."

In the past few months, some changes have taken place in the board committees. To this end, the Appointment and Remuneration Committee (ARC) of the Board of Directors was renamed the Nomination, Remuneration and Sustainability Committee (NRSC), and the Audit and Control Committee was renamed the Audit and Risk Management Committee.

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Crime prevention and detection model

Adapt it to new legislative amendments

All activities carried out by the Cellnex Group are based on a solid culture of compliance, ethics and integrity, and the management and board of directors of Cellnex Telecom are unwavering in this regard.

In order to continuously improve the performance in the compliance field, Cellnex Group has established a series of institutions, policies and control mechanisms in the compliance field, among which we should emphasize:

• The establishment of the Ethics and Compliance Committee, which is also responsible for the crimes of the Cellnex group.

• Adopt compliance policies, such as the Code of Ethics and Corruption Prevention Procedures.

• Establish compliant control mechanisms, such as ethical channels and disciplinary systems.

The Ethics and Compliance Committee of the Cellnex Group is the organization responsible for ensuring that the group complies with legal requirements. Its function is to ensure respect for business ethics and integrity, as well as compliance with applicable mandatory and voluntary laws and regulations. Therefore, it is the consulting and management agency, as well as the executive agency, for all issues related to the Cellnex Group's Code of Ethics.

The current composition of the Ethics and Compliance Committee is as follows:

• José Mª Miralles (Chairman). General Counsel for Legal and Regulatory Affairs

• Sergi Martínez (Secretary). Internal audit and risk control

• Alberto Lopez. Director of Global Resources

• Tony Brunette. Director of Corporate and Public Affairs

In order to maintain the independence of the Cellnex Group's Ethics and Compliance Committee, the agency maintains its functions and organic dependence on the Cellnex Telecom Board of Directors Appointment and Compensation Committee.

The Ethics and Compliance Committee, as the organization responsible for the criminal performance of the Cellnex Group, is responsible for identifying risks, mainly the specific crime risks of the Cellnex Group, and formulating control measures and measures to mitigate these risks through dynamic management. Crime prevention and detection system.

In 2020, Cellnex reviewed and updated its crime prevention and detection model with the assistance of PricewaterhouseCoopers to adapt it to recent legislative amendments and Cellnex's organizational changes. This task starts in 2019 and ends in 2020.

In addition, independent expert PricewaterhouseCoopers released a standards-based report

ISAE 3000 "Assurance business other than audit or historical review

"Financial Information" pointed out that Cellnex has an appropriate and reasonably controlled environment to mitigate the occurrence of criminal offences that lead to criminal liability of legal persons.

In 2020, the Ethics and Compliance Committee, the Appointment and Compensation Committee, and the Board of Directors approved an updated version of the crime prevention model and independent expert report.

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Make it consistent with ISO 37.001

As an important part of the crime prevention and detection system, Cellnex adopts a corruption prevention program that complies with the group's commitment to conduct business in a complete, honest, responsible and transparent manner, and follow the ethical principles of developing ethical codes. Its activities are consistent, with zero tolerance for any form of corruption. Therefore, the program represents

The group is committed to combating all forms of corruption.

Cellnex is committed to the world's best anti-corruption practices and, with the assistance of PricewaterhouseCoopers, updated its corruption prevention procedures in 2020 to meet the requirements of ISO 37001. The updated version of the Corruption Prevention Program has been approved by the Ethics and Ethics Committee. 2020 will be complied with by the appointment and remuneration committee and the board of directors.

In this regard, due to all the corruption prevention measures established by Cellnex, as in 2019, no corruption cases were found in 2020.

In 2020, with the assistance of PricewaterhouseCoopers, Cellnex conducted a verification and testing process to check whether the existing Cellnex corruption prevention guidelines and control measures were met during the contractual relationship between Cellnex and its suppliers. To this end, we randomly selected a sample of suppliers.

In order to strengthen a culture of compliance, ethics and integrity, we hope to appoint a tax compliance officer within the Cellnex Group during 2021 to meet the requirements of UNE 19602. In addition, Cellnex has complied with best tax practice guidelines in 2020.

In addition, the "2021-2022 Compliance Plan" is being drafted, the main purpose of which is to improve the control environment and raise the awareness of compliance within the group. In order to improve the aforementioned control environment, we hope to implement a tool to conduct due diligence investigations on third parties regarding corruption, money laundering and terrorist financing, and international sanctions.

The Cellnex Code of Ethics was approved by the Board of Cellnex Telecom, SA in 2015. It is the basic rule book of the Cellnex Group. Its goals are:

• Develop general guidelines for actions and behaviors.

• Define a mandatory ethical reference frame to manage the work and professional behavior of the people subject to it.

• Develop a set of rules of conduct for stakeholders who come into contact with any group company.

• Formulate laws and regulations to prevent corruption in order to implement the guidelines to be followed in the fight against corruption.

According to the Cellnex Group Code of Ethics, the Cellnex Group’s guiding principles are as follows:

Cellnex Telecom SA published this content on February 25, 2021 and is solely responsible for the information contained in it. Distributed by the public at 09:10:02, February 26, 2021 UTC, unedited and unaltered.