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Apr 27, 2026, 5:35 PM CET
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Partnership

Jul 14, 2022

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Okay. Good morning, everyone, and sorry for the slight delay just now. We had a logistical problem. Tim will join us in a few minutes and but we didn't want you to wait longer. Appreciate you all being here at the early hour, and it's a joint call for the media and for the analyst and investor community. I'm here with Thorsten Langheim, our Head of Group Development, and Christian Illek, our CFO. As I said, Tim will join us very shortly. We have prepared a few slides which have been distributed earlier. We'll go through those slides, then we have Q&A later. In the meantime, I would ask you to observe the usual disclaimer. With that, I'm happy to pass over to Christian to share the first slides with us.

Christian Illek
CFO, Deutsche Telekom

Thanks, Hannes, and good morning everyone. Sorry for the early hour, but we wanted to inform you as soon as possible what we're doing with our tower business. Today, we conclude the strategic review of the GD Towers business as we announced it at the Capital Markets Day roughly a year ago. In the meantime, we have run through a thorough and diligent evaluation process, and we're truly happy with the outcome. We're pleased to announce that our new partnership with DigitalBridge and Brookfield will include a sale of 51% of our GD Towers business. The transaction is valued at EUR 17.5 billion enterprise value, which is a 27x multiple. We will realize on the DT side roughly EUR 11 billion of cash proceeds, which we will use for material de-leveraging going forward.

At the same time, we will retain 49% to basically participate at the upside of the deconsolidated business. We have realized these financial benefits, and we still have an exposure to a very attractive asset class. That said, the transaction even improves our exposure because with that new company, we have a partnership with leading infra players. We will deconsolidate the business, so there's no longer a restriction from the DT balance sheet. At the same time, we have safeguarded our operating business in Germany and Austria through a best-in-class MLA, strong governance rights, and a consolidation call. Let me step back and explain to you why we're doing this and why now. We're realizing a hidden value of some of our passive infrastructure. I'm talking concrete, steel, and the like.

We're retaining all elements we need for our network leadership. The market is attaching a high value to these infrastructure assets, and we're able to orchestrate highly competitive bidding process. We're taking money off the table, but we remain invested in a better way, deconsolidated with great partners. I'm mentioning this because it has been a very thorough and competitive process. I was absolutely impressed by the quality of the propositions presented to us. It wasn't an easy decision on our side. At the end, we decided to partner with two companies that have significant assets and great expertise in the tower industry. Let me take the opportunity and also thank all participants, especially not only the infra funds, but also the industry partners here in this call.

This is the right deal for us right now, given the priorities in the European tower consolidation. Let me go through a few slides which capture the main elements, and I will go through them line by line so that we have also in great detail and have time for some questions later on. The transaction encompasses DT's pioneering industry-leading tower portfolio in Germany and Austria. Today's transaction relates to our towers in Germany and Austria, not anything beyond that. It's an industry-leading portfolio. It has industry-leading build rate and third-party business, and it delivers best-in-class margins. We moved early and decisively to create a market leader. We carved out GD Towers already in 2002, so it's almost 20 years ago.

Six years ago, we took the company to the next level with a new setup, a new management team, and a significant step up in the pace of our developments. On the next slide, you see the deal outline. We're selling 51 percent to DigitalBridge and Brookfield. Page five summarizes the overall transaction. I will go deeper into this in the following charts. On page six, you see that we have achieved a premium valuation. You're taking a look at the multiples which we have seen at the Capital Markets Day. In 2018 it was 12x. In 2021 it was 20x. Now the transaction is valued at a multiple of 27x. I think this is a great outcome. We have a great management team, a great asset, and great partners to further develop the business.

If we're moving to the next page, you'll see how we're basically receiving EUR 11 billion on the DT side. As I mentioned already, the transaction is valued at EUR 17.5 billion. We will receive cash proceeds of EUR 4 billion through recapitalization of the tower business, the new deconsolidated tower business. On top, we will receive close to EUR 7 billion for selling the 51% stake of our tower business. That basically adds up to close to EUR 11 billion. What's gonna happen on our side? We take the cash proceeds. Obviously, as we are deconsolidating the business, we have to bear an incremental new lease liability of roughly EUR 4 billion. That leaves us with a debt reduction of EUR 6.5 billion.

If you basically translate this into our leverage ratios, that is an improvement of 0.2 turns, if you're just taking a look at the financial debt, or if we include the lease liabilities, it's an improvement of 0.1 turns. Predominantly we will use the debt reduction. We will use the proceeds in order to reduce debt, but we also keep the opportunity open to potentially invest into our stake in the U.S. How we're gonna do this, we will basically let you know once it has happened. Now I will hand over to the guy who's basically orchestrated the deal, which is Thorsten, which give you more insight into the transaction and how we got there and how the deal looks like.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Thank you. This is my favorite slide. We have shown that many times before. Unfortunately, some of the parts doesn't really work for Deutsche Telekom, but we wanna reiterate it for the analyst community. I think, everybody knows that we care a lot about shareholder value, and we are our own activists. That's the reason why this transaction is addressing the sum of the parts issue that we are currently seeing. You see Deutsche Telekom's market cap is EUR 96 billion. If we deduct from it the 605 million shares that we have in the U.S., there's roughly EUR 15 billion equity value left for the rest of Deutsche Telekom. You see on the side the value for our towers that we achieved in this transaction.

On the next slide, it's not only about value, it's also about making sure that Deutsche Telekom achieves its objective of being the network leader on both sides of the Atlantic. The MLA protects us. It's a long-term partnership agreement for 30 years. The new TowerCo is committed to our network build and the modernization program on which we will embark. We have agreed on SLAs with our most favored nation clause for Deutsche Telekom. Around 10% of our sites are golden sites, protecting our past investments vis-à-vis our competition. Of course, it's also balanced, enabling the TowerCo to generate a lot of growth.

We have an agreed inflation escalator, but these are 85% of CPI and capped at 3%. On the next slide, you see the governance set up. To be honest, we are extremely happy and proud to team up with the gold standard in infrastructure investing with Brookfield and DigitalBridge. As you can see on this page, we have a shared governance. However, obviously reflecting that our partners are now owning 51% of the company.

The current management team, which has been very successful in the last five years, we've seen that our tower company has built out more towers than anyone else in Europe, will stay in place with Bruno Jacobfeuerborn as the CEO and Thomas Ried as the CFO. We will have a shareholders committee, and we, as Deutsche Telekom, have a right to appoint two members of these five-member board. Initially, we will appoint the chairman and the governance structure ensures that we will still actively involved in board decisions. You also see that the opening leverage is 6x, which allows us for ample capacity to go after organic, but also inorganic growth.

On page 12, you see we are now together with two very reputable investors. On the one hand side, we have DigitalBridge, and we like their CEO, Marc Ganzi, and the team a lot because they bring not only expertise, but entrepreneurship to the table. On the other hand, we have the gold standard in infrastructure investing with about EUR 750 billion of assets under management and EUR 140 billion just in infrastructure, with a lot of investments currently in the European marketplace. I think our new partners are as excited as we are with this transaction. I think we do have two quick video messages from Bruce Flatt, the CEO of Brookfield, and Marc Ganzi, the famous CEO of DigitalBridge.

Marc Ganzi
CEO, DigitalBridge

Hi, everyone. I'm Marc Ganzi, Chief Executive Officer of DigitalBridge. All of us at DigitalBridge are incredibly excited to partner with Deutsche Telekom and Brookfield Asset Management today.

I'd like to spend a few moments telling you why. First, this partnership brings together unparalleled capabilities to support the growth of GD Towers. Deutsche Telekom is the leading transatlantic telecommunications company and a technological and commercial powerhouse. Brookfield is the world's largest real asset manager. In DigitalBridge, we're the infrastructure partner to the digital economy, bringing unparalleled expertise, building, owning, and operating digital infrastructure on a global basis. Working together, we have an unrivaled ability to take GD Towers to the next level. Second, GD Towers is already one of Europe's premier tower platforms, with more than 40,000 tower and communication sites across Germany and Austria. GD benefits from high-quality assets and a proven management team with decades of European tower company experience, as well as a track record of delivering consistent growth and stable cash flows.

In short, we have a strong foundation to build on as we move forward. Lastly, we're excited about the significant opportunities ahead. Demand for wireless infrastructure continues to grow across Europe. We see strong organic growth driven by this growing demand for mobile data, connectivity, and coverage, along with the ongoing 5G rollouts. Moreover, across Europe and around the world, digital infrastructure companies and tower cos are consolidating. In this evolving landscape, GD Towers, through this partnership, is sure to be a platform for future consolidation. Finally, just to share a little bit more about DigitalBridge. We're a leading global digital infrastructure investment platform with over 28 years of operational experience investing in and operating businesses across the digital ecosystem. On a pro forma basis, we manage a portfolio of over EUR 60 billion of digital infrastructure assets.

That includes 27 portfolio companies focused on cell towers, data centers, fiber, small cells, and edge infrastructure. Most importantly, we're business builders with a track record of scaling and accelerating the growth of the attractive digital businesses that we invest in. We look forward to applying that experience, supporting the growth of GD Towers, as together, we will create the leading TowerCo in Europe. Thank you for your time today.

Bruce Flatt
CEO, Brookfield Asset Management

Good morning and Guten Tag. We're delighted to be announcing our new partnership with Deutsche Telekom and DigitalBridge. This is a truly phenomenal partnership coming together at a time when the telecom sector is poised for significant growth in the coming years. Our partnership is well-positioned to capitalize on the large build-out and consolidation opportunities ahead. Over the course of the last few months, we have come to know the Deutsche Telekom and GD Towers management teams much, much better. We're impressed by the vision and quality of both teams. We believe that GD Towers is one of the finest tower companies in Europe, and it will serve as a great platform for us to grow in the extremely attractive European tower market. We have deep experience in the digital infrastructure and tower sector through our investments in similar assets around the world.

As the largest global real asset and infrastructure investor, with over 200,000 telecom towers and rooftop sites under management globally, we plan to leverage our global reach, our access to large-scale capital, and our operational expertise to assist with the growth of the GD Towers platform across Europe. We're also delighted to be deepening our presence in Germany, a country in which we are fortunate to own numerous businesses and property platforms, including the famous Potsdamer Platz in Berlin, and more recently, the take-private of Alstria. We look forward to investing more in Germany through GD Towers and beyond in the coming years. Thank you for giving us the opportunity to speak today. We appreciate it.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

I think we can move on from here. You have seen our partners now live on the video screen. We have searched five years for the right partners to further develop the company. We are very excited about this opportunity, and there are many opportunities ahead. Here on this page, we have summarized for you a few. Of course, Deutsche Telekom will always strive for network leadership, so there is a lot of what to shop for GD Towers in Germany and Austria alone.

We have a commitment 5,200 towers to be built over the next few years, and we have a commitment to upgrade our 18,000 rooftops with a new modernization program for the next five years. We are now also being unleashed. If I have now the head of towers here on my head. We are also now unleashed to do more stuff with other parties in the German marketplace because we are deconsolidated. Therefore, the CapEx limitations that we had in the past are no longer applicable.

If you see into the portfolio of Brookfield or in the experience of Mr. Ganzi from DigitalBridge, we also wanna grow into adjacencies such as small cell sites and edge data centers. Then there is my former coach who always said to me, "After the soccer game is before the next soccer game." Meaning after the deal is before the next deal. We also, as you have heard from Marc, are highly interested in further consolidating the European marketplace. It excites us, and that's the reason why we are also starting with only 6x leverage. On page 14, we have summarized for you the key numbers. The only kind of noteworthy thing to say is here we have always guided for about EUR 700 million of EBITDA.

We give you a little bit more details here on that because we have to adjust for standalone costs of the company. Before the process, we adjusted the rental fees for GD Towers downwards in order for them to be competitive in the mobile market alone. On page 15, I'd like to hand over to Tim, who just comes back from the notary, where we are sitting for the last 48 hours going through the documents.

Timotheus Höttges
CEO, Deutsche Telekom

Yeah, good morning, everybody, and thank you for joining us. Look, I think this transaction we are presenting today is meeting all our objectives which we had in mind. We are achieving a top valuation. I think that is clear. 27x EBITDA multiple. Just, you know, to give you another number, because even looking at a lot of growth businesses is 17x our revenue. It's impressive what was possible during this very competitive auction here. We are meaningfully deleveraging our group.

I always say it's good to be winterfest, because, you know, there are a lot of recession concerns in the market, and Deutsche Telekom is able to deleverage by EUR 10.7 billion cash proceeds our balance sheet by almost EUR 5.9 billion rated debts. This is helping us to be even more conservative in the way of how we are setting up the group. We achieve our strategic options and going forward, we protect our position. Here we have a very balanced MLA, which we set out over the last months. We have a strategic and financial protection in this transaction.

We have good governance rights that we can even reconsolidate the company in the case of an unforeseen development. Last but not least, Deutsche Telekom retains 49% exposure of the joint tower deal. You have seen us with Tele2 in the Netherlands with Scout24. You have seen us with MetroPCS. We never want to sell, we always want to participate in prospects going forward, and we always want to create something entrepreneurial. Therefore, we are still in the race, sitting with very strong partners at the table ready to generate more growth.

We are very happy with what we achieved from the valuation, from the strategic objectives, from the protection of Deutsche Telekom and the future prospects. Now, this is helping us as well to execute our capital markets agenda. I have to say, I'm very impressed about my team here around Thorsten and Christian, who were able to deliver the portfolio decisions already in one year while we had four years in mind to realize all these things. We were very active over the last 12 months. Just to give you a picture here, we started in September with the U.S. share swap with SoftBank.

This was share issuance at a premium for EUR 4.5 billion DT shares. We had the sale of Netherlands at a very attractive premium of almost 9x EBITDA. We accomplished the GlasfaserPlus fiber joint venture to build 4 million additional rural fiber deployments in the rural areas. We had EUR 2.2 billion reinvest of T-Mobile Netherlands proceeds to increase our shareholding in the U.S. Now, we are showing you the monetization and the strategic development for our tower asset at the valuation of EUR 17.5 billion. All of this shows you that we have been very active. The last slide you know already.

This is the slide which we presented at our Capital Markets Day last year. You can see we are ticking the boxes operationally and in terms of our capital allocation. I think we can say Deutsche Telekom in this, let's say, difficult and even sometimes great times, delivers very well on its promises again and again. I have to finalize my presentation by saying that this has been a very intensive and very competitive process. I was impressed by the quality of the proposition presented to us. It was not an easy decision for us to select the right partner.

In the end, we decided to partner with two companies that have significant assets and great expertise in the tower industry. Let me take the opportunity to thank those who engaged with us during this process, especially Nick Read at Vodafone and Tobias Martinez at Cellnex. You know me, I have always championed an industry solution, and I was always trying to go into a partnership with them. We have now selected different parties, but I have to say, I was very impressed about their assets, about the professionalism of their work in the process, and as well about the opportunities, creating something bigger with them. Nevertheless, due to the decisions we took, we decided to proceed with DigitalBridge and Brookfield.

I'd like to say thank you for their efforts and for their very professional work. With this, I'd like to hand over back to Hannes, and we are ready for your questions.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Okay. Thank you, Tim. We can take questions from you if you are on the web link and once you've raised your hands, and we have a few that have done so already. We would like to take the first question from Simon Coles at Barclays, please. Okay. Okay, we can't hear you. Simon Coles. Okay.

Christian Illek
CFO, Deutsche Telekom

Steve Malcolm.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

No. Simon Coles.

Simon Coles
Head of European Technology Hardware and Semiconductor Research, Barclays

Hello. Can you hear me now?

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Yeah. Here we go.

Christian Illek
CFO, Deutsche Telekom

Now we can.

Simon Coles
Head of European Technology Hardware and Semiconductor Research, Barclays

I can unmute myself. Thank you. I guess just to your last comments, Tim, I was just wondering if you could give maybe a little bit more color why you did end up going with these partners rather than the industrial partners and maybe what they offer you from the outside.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Simon, that is, it's a difficult question. But it has something to do with the lengths of a potential antitrust investigation with capital markets where you see that since the beginning of the year, multiples have come down significantly. I always said that I'm a big believer in private markets vis-à-vis public markets if it comes to infrastructure. From that perspective, it wasn't the right time. But we don't discard this as an opportunity going forward. Now, given the market environment with high inflation, interest rates rising, and some fears of a recession, we thought that this is the better way to go.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Excellent. Thank you, Thorsten.

Simon Coles
Head of European Technology Hardware and Semiconductor Research, Barclays

Okay. Understand. Could I just have a quick follow-up? Could you just guide us on what the free cash flow after lease impact is ex the U.S.?

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

The free cash flow impact, or Christian, you wanna-

Christian Illek
CFO, Deutsche Telekom

Yeah. I can do this, no problem.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Yeah.

Christian Illek
CFO, Deutsche Telekom

It's hardly not measurable. The reason is we're deconsolidating quite a bit of EBITDA, but we're also saving CapEx. We will use, obviously, some of the proceeds to further delever, so we will save interest costs. Finally, we will receive a dividend from that deconsolidated business starting from 2023 onwards. It's in the vicinity of EUR 100-200 million, not more than that.

Simon Coles
Head of European Technology Hardware and Semiconductor Research, Barclays

That's great. Thank you very much.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Great. Thank you, Simon. Next up is Josh, Joshua Mills at Exane. Josh, are you on? Josh, you're muted.

Joshua Mills
Executive Director - Sector Head, Telecoms Research, Exane

Hi there. Yes. Hopefully, I'm unmuted now. Thanks for taking the questions. The first one is a follow-up on Simon. This will be interesting to hear about, based on your comments now, how you're thinking about your other tower assets in Eastern Europe and potential to do more there going forward, and whether that would also be something where you could do work with an industrial partner. Secondly, on the use of the proceeds, you've talked about deleveraging and accelerating the path to 50% ownership of TMUS. I think at the time of the SoftBank swap, you also discussed the potential to buy back DT-owned shares as well. Would be interested to hear your thoughts about a DT buyback at group level as well, and whether there's potential for that in the coming years. Thanks.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Ready, Tim?

Timotheus Höttges
CEO, Deutsche Telekom

Look, the first question, we are in the process of carving out the towers in our European assets. As you can imagine, for us, this is not only a kind of one-time financial opportunities. For us, it's a strategic discussion about the tower assets. As Thorsten said, with all his football experience, you know, after the game is before the game.

Christian Illek
CFO, Deutsche Telekom

Look, with regard to how we wanna use the proceeds, as we said early on, predominantly for deleveraging. From day one on, it's basically being used for deleveraging. You know that we have three strategic targets which we articulated at the Capital Markets Day. One of it is getting to 50.1% the U.S. Obviously, if there is a good timing, good opportunity, then we will basically take advantage out of these cash proceeds potentially in the future to secure that 50.1%.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

I think it's also fair to say that we still have significant options at different price levels with SoftBank. If we desire to get more shares in the U.S., we could obviously utilize those. First and foremost, we like that we now have strategic flexibility to utilize the proceeds whenever we think it is appropriate to use that.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Thank you. Next question. Josh, that's good for you? Okay, next is Andrew Lee at Goldman Sachs, please.

Andrew Lee
VP Workforce Analytics and Hiring Strategy, Goldman Sachs

Yeah. Morning, guys. Thanks for taking the question. I had another follow-up on the financial versus strategic partner. Obviously, you were clear in your commentary that you'd like to expand into adjacent areas. I was just wondering about how you balance the different cost of capital and required returns between public markets, private markets, as you mentioned, Thorsten. You know, we've heard a lot from private investors that they seek a 7%-8% levered IRR on tower assets, whereas public markets and Cellnex, for example, have talked about a greater than 10% levered IRR, and that reflects cost of capital, among other things. How do you balance your cost of capital and your required return when expanding this business versus a financial partner that may have different goals and cost of capital?

Just second question, if I may, just on the reconsolidation call. What was the thinking behind that, given deconsolidation allows gearing and, you know, is a key value creative element. Why put the reconsolidation call into this contract? Thank you.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Andrew, good question. First of all, we have selected our partners because they are not passive infrastructure investors shooting for 6-7% yields. We are not shooting for 6-7% yields as GD Towers, and we wanted to have partners who have the same vision of generating better returns. That's the reason why we selected DigitalBridge and Brookfield. So much to question number one. Question number two. The reconsolidation option is something, as Tim has said, for the unforeseen. After five years, we could, if we think it's appropriate at a significant premium, acquire shares to get back to 50.1%.

I don't think that this is ever going to happen, but it's a good insurance policy if for some reason things go wrong and we are not ensuring the network quality and leadership of DTAG in Germany.

Andrew Lee
VP Workforce Analytics and Hiring Strategy, Goldman Sachs

Thank you.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Okay. Next, is George, Georgios Ierodiaconou from Citi. Can we get George?

Georgios Ierodiaconou
Director, Citi

Hello?

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Yeah. Hi, George.

Georgios Ierodiaconou
Director, Citi

Hopefully you can hear me.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

We can.

Georgios Ierodiaconou
Director, Citi

I have two questions around your strategic options. I think both Marc and Thorsten mentioned future opportunities to consolidate the tower industry in Europe. I just wanted perhaps to hear from you your thoughts about in-market consolidation versus cross-border, and how you're thinking about your priorities on that over time. The second question I had is you mentioned the ability. I understand the strategic side, but operationally that the business can grow better if you don't consolidate it. You're already very advanced in terms of build-to-suit. What's the thing that was necessary for you to consolidate in order to fully utilize? Is it ground lease acquisitions, more aggressive ground lease acquisitions? Is it something else that you needed to deploy more capital? Thank you.

Timotheus Höttges
CEO, Deutsche Telekom

Look, the first thing is, we were looking for a strategic transaction which were giving us the opportunity not only to generate a very good future tower growth asset, but as well creating some kind of synergies in the market. I think the European tower market's at the beginning of a consolidation phase. For us, it was not, you know, being just somebody who is enabling consolidation, but being part of that consolidation and to participate in that growth. Due to the discussion we had earlier, you know, by saying, "Okay, let's take the money off the table.

Don't let, you know, now, go 12 or 15 months down the road, and then hopefully, the market is still in the same shape." We thought, you know, the better deal is first taking the money off the table, having a potent partner, sitting on our side, and then thinking about a consolidation phase. I think, and that is, I can only speak for us, but, you know, with DigitalBridge and Brookfield, we have somebody sitting there, who has a lot of appetite to be part of that consolidation process in the European industry. Now, there are different options.

I very much like to be very clear here, how Vantage is working, how professional Vantage is set up, and the benefits of a consolidation in the German markets, just thinking about the synergies and the like. Look, I do not know whether this is possible or whether this is coming. Now we have to celebrate the first big step, which we did. We are even stronger now to participate in the consolidation than we were before. There is one reason for that one. You know, Deutsche Telekom has created a lot of, let's say, great business opportunities. Our big focus is and stays the leading network in 5G and fiber. Nevertheless, we see that a tower business is a quite attractive business.

That said, a Build-to-Suit model, and I was always clear on the roadshows. A Build-to-Suit model is coming with a different capital allocation as our classical telco business. Now, if we are leveraging up a tower company in our portfolio, it will affect the rating of Deutsche Telekom's. By the way, I'm arguing with the rating agencies for ages on this one, but this is the reality. If we really want to build a growing asset which is able to consolidate, you have to do that with a leverage which is not fitting to Deutsche Telekom's leverage.

Therefore, having a deconsolidated asset where we are sitting in a kind of co-control at the table and thinking about opportunities going forward, this is feasible and that is doable, and that is exactly our attempt with this with this new combination.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Good.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

George, just to your question with respect to unleashing the balance sheet, that was limited. Yeah, there are many opportunities on the organic side. Even before we start higher risk, higher return M&A opportunities, there is tons of opportunities in the German marketplace, if it comes to BTS, not only with us, but also with other parties in the marketplace. You may have heard that Vantage Towers, Vodafone wants to resell 1,200 sites out of their big program. Then second, if you just look what Marc Ganzi with DigitalBridge brings to the table in terms of their investments into DAS and small cells or on edge data centers.

This is something he brings in addition to his 28 years of experience in the industry to the table. There is a wonderful organic opportunity in the German marketplace alone that makes this transaction for both sides very attractive.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Okay. Next, we have a question from Aggi Cantrill from Bloomberg. Aggi, can you put your question?

Aggi Cantrill
Germany Tech Correspondent, Bloomberg

Hi. Yes. I wanted to go back to the conversation around Vodafone and Cellnex. When you explained it earlier, you said that it has something to do with antitrust, why that wasn't able to go ahead. Would you be able to elaborate on that?

Timotheus Höttges
CEO, Deutsche Telekom

Look, if going into a merger with the Vantage business here in Germany, Vodafone and us, we are holding the two biggest assets with regard to the tower portfolio. The question would have been, is there a kind of market dominance or a kind of, you know, a combination at a size which is limiting competition in this market. We doubt that, by the way, we had a very optimistic view on the situation, looking on the Inwit situation in Italy and other markets, how the decision we're taking there. Nevertheless, you know, there is a procedure in Germany and in Europe with regard to this kind of combination.

This process would have taken at least you know, 12-15 months with a phase II investigation. Therefore we said, "Look, we do not know how the world looks in 15 months down the road from now." We were very optimistic that this combination is possible. Why were we optimistic? Because you know, today everybody can access our towers already in the marketplace out there. We have an open access. It's not that we are limiting any kind of other network from the access to these towers. Nevertheless, you have to go through this phase. That was something where we hesitated at that point in time.

Aggi Cantrill
Germany Tech Correspondent, Bloomberg

That's the case for Cellnex and Vodafone?

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

No. With Cellnex, we would not have significant antitrust issues.

Aggi Cantrill
Germany Tech Correspondent, Bloomberg

Okay.

Timotheus Höttges
CEO, Deutsche Telekom

Because we have no overlap in the German market.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Okay. Thank you, guys. Next question is from Steve Malcolm at Redburn. Steve? Yeah, I can see you, but you might still be. Oh, there you go.

Steve Malcolm
Partner, Redburn

I think I'm there. Good morning. Thanks for taking the question. Well done, guys, on getting this deal done. A couple of questions. Just on the indexation point, just can you tell me how long that lasts? Is that under the sort of MLA terms? Is that seven or eight years and subject to renegotiation at the end of the MLA on indexation? And then just on the debt, have you agreed the debt facility already? And can you give a sort of rough idea of what the terms are? And I guess through this process, has your thinking on leverage changed at all? I mean, obviously, you know, the world's got quite a bit worse in the last few months. I mean, is 6x , you know, was that always the number?

Is it still the number? Did you ever think that a lower leverage number was appropriate? Just curious to know your thoughts on that. One final one, just on so you have a right to reconsolidate. Are there any put options by DigitalBridge and Brookfield to put the stake back? I presume not, you know, deconsolidating, but be curious to know whether they're able to put the stake back to you. Thanks.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

All righty, Simon. First of all, there is no put. There is a reconsolidation option after five years. Second one, in terms of debt financing, it's extremely competitive. Of course, we have seen other debt packages in the marketplace. That's a question that our partners should answer. What were the other ones, Hannes, help me?

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Inflation. How long the inflation

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Inflation is during the duration of the MLA, so for 30 years. No renegotiation?

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

I think that was it. Yeah.

Steve Malcolm
Partner, Redburn

That was it. 30 years inflation protection.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Maybe just to add that we had, you know, a ratings review and got positive signal that we are close to investment grade at the-

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

There was a question about whether six is appropriate or not.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Mm-hmm.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

6 is for this type of business quite low if you compare it, for example, where Cellnex is today. It gives us opportunities going forward. That's the reason why we're focusing on starting with a lower leverage in this sector to give the company ability to grow. Beyond that, there are CapEx facilities provided by the bank to the new co. This company being set up has a lot of firepower for organic, but even for inorganic consolidation.

Steve Malcolm
Partner, Redburn

Okay. The debt facility is in place already, is it, or is it still to be negotiated?

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

No, it's in place at closing.

Steve Malcolm
Partner, Redburn

Right. Thank you.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Closing will be by the end of the year.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Most likely.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Just to add that little fact. Our expectation. The next question we have is from David Wright at Bank of America, please.

David Wright
Managing Director, Head of Telecoms Equity Research, Bank of America

Okay. I'm hoping I'm unmuted, guys.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

You're on.

David Wright
Managing Director, Head of Telecoms Equity Research, Bank of America

Thank you so much, Hannes. Apologies for the lack of video or perhaps not at this time in the morning. Two questions from me, please. You mentioned, Tim, the flexibility of the off-balance sheet debt. Hannes, you, I think, mentioned you'd spoken to the agencies. They are indicating to us that on core assets like this, they could actually look through the off-balance sheet venture and take a proportionate approach to both EBITDA and net debt. I just wanted to confirm whether that's the conversation you've had with them, because that obviously compromises the off-balance sheet structure to some extent.

My second question, I think you mentioned Deutsche, the sum of parts doesn't work for Deutsche Telekom in the presentation, and that's very interesting. You have perhaps become one of the biggest victims of the sum of parts challenge, given your ownership of T-Mobile U.S. that implies an undervalued German business. The more you take assets off balance sheet, the more you introduce complexity, the more that seems to bring discount into the sum of parts. Maybe this question is for Tim. How do you consider this challenge, this sum of parts discount that Deutsche Telekom group seems to carry, and perhaps adding to that with these off balance sheet transactions? How can you consider the challenge of really unlocking that value for shareholders?

I say this with great respect that Deutsche has been a long-term outperformer, but nevertheless, that question, please.

Christian Illek
CFO, Deutsche Telekom

Hannes, you wanna start? Okay, let me start with that question. What you've seen, the 6.5 is basically the rating debt reduction, if there's no adjustment. Obviously, if the rating agencies, and we haven't discussed the deal with them yet, would adjust for the rating debt, which is roughly EUR 200 million of EBITDA, then the net effect would be 5.8.

Timotheus Höttges
CEO, Deutsche Telekom

Look, the first thing, thank you for that question. You can imagine that we are asking the question here internally every day. First, I have to say, the most important thing for us here is that our operations and our organic growth is intact. That everything, every market, every business is contributing to this growth.

We are outperforming our competition on growth and revenues and as well on profitability, on net margin in all the markets where we operate. Now, we are very optimistic with regard to our earnings per share growth beyond the 175, which we see, and this is our horizon three. We are aiming for a bigger goal, and that is, let's say we're doing that step by step, executing along that line. This is an execution machine. Second, on this way, on the execution machine, portfolio decisions are always part to unleash value in the Deutsche Telekom portfolio here. Give you an example.

Since we started with 2016 with the US, we have created only our piece, an additional value of more than $60 billion. Take the monetization of the Netherlands. We improved the asset before we sold it by EUR 3.5 billion since 2016. Take the share swap which we did in the U.S. We had an effective sales price, you know, which was $2 billion higher than what we finally paid. Or take now the towers, you know, where we showed you the sum of the parts and the consensus in 2018, which was at EUR 6.1 billion and which has increased by EUR 11.4 billion.

Only these four transactions stand for EUR 75 billion of accretion, which we have made visible to the market. Organic growth, a very clear ambition towards earnings per share, plus portfolio decisions, is the value that we are doing step by step, creating transparency for our markets. Now, I think, Deutsche Telekom is undervalued. That's absolutely correct. I'm totally convinced that we will see this in the market over the next years by just delivering. If I compare Deutsche Telekom stock with the stocks of our other European telco assets, or even with the U.S. assets, you see that we have unleashed already a lot of value. That is why I believe that we're doing the right things, and then you cannot prohibit success.

David Wright
Managing Director, Head of Telecoms Equity Research, Bank of America

Very good. Thanks gentlemen.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Sorry. You wanted to follow up, David? Or is that all?

David Wright
Managing Director, Head of Telecoms Equity Research, Bank of America

No, just to say thank you for the questions. Thank you.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Great. Right. I look forward to seeing you next time. The quick point. We have a few more folks who wanna ask questions, but obviously we are approaching the hour, so maybe can we just have one question from the remaining folks that I will call and start with Ulrich. Ulrich Rathe, Jefferies.

Ulrich Rathe
SVP and Senior European Telecommunications Analyst, Jefferies

Yeah, thanks very much. I wanted to ask on this, on the deal partner, the choice of the deal partner here. Tim, I think last year at the Capital Markets Day, you sort of highlighted this is the king maker asset. Now, with the deal that you're doing, you're essentially giving 50% of the king maker asset to someone who arguably doesn't really have an industrial synergy opportunity. How do you view that? Have you realized the potential synergy upside in the valuation that you agreed on? Or is it simply the imminent value creation opportunities outside of in-market consolidation, so imminent that it wouldn't have been possible with the asset still consolidated on the balance sheet? Thank you.

Timotheus Höttges
CEO, Deutsche Telekom

Very first sentence, I think we have created an imminent valuation upside on our asset already today. If you compare the size of the deal and the multiple of that deal, I think this is a benchmark. This in a time where since the beginning of the year, our interest rates went up by 140 basis points. Thinking about the developments around inflation. Thinking about even comparing our asset with the multiples of traded TowerCos in the market, which are in the vicinity of 20x, you see that we were able to realize a super premium for a super large asset here.

Therefore I'm very happy with what we have realized commercially. I have to say, the discussion we had with Marc Ganzi, for instance, you know, with his experience and this entrepreneurial approach, this was something which was very impressive and it treated ourselves. Why is that? Because if you give this asset into new hands, you want to have somebody sitting there who has experience, who brings knowledge, and he's challenging the management to step up and to transform the business into the next phase. We got the feeling that the combination of Brookfield with DigitalBridge is by far the best combination of giving us this inspiration. By the way, I disagree.

If you look to the Brookfield portfolio, with Telia towers, with Telenet towers, with TDF's assets, they have a lot of experience in this group towards European assets. If you look to what Marc Ganzi has done in the U.S., and by the way, we know this company from our relationship which we have with T-Mobile U.S., therefore, I think they are bringing a lot of, let's say, operational experience to the table, which will help us now to even accelerate the development which we have created in the first phase. Therefore, I think this combination gives us a lot of opportunities on top of that. Look, these guys have deep pockets for next steps, so I think that was the reason why we choose this combination. We are very excited about this partnership.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Great. Thanks, Tim. Next is Jakob Bluestone at Credit Suisse. Jakob? So sorry, I can't hear you. So maybe you-

Jakob Bluestone
Telecommunications Equity Analyst, Credit Suisse

Can you hear me now?

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Now we can hear you. Fantastic.

Jakob Bluestone
Telecommunications Equity Analyst, Credit Suisse

Sorry. It's a bit fiddly.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

No, don't worry.

Jakob Bluestone
Telecommunications Equity Analyst, Credit Suisse

I just had a question about you, the steps you're taking to protect your network position. Maybe you can expand a little bit on how the golden sites contracts work. Is it just you pay a higher fee and no one else can access them? I think you mentioned that you've lowered the rental fees that you're charging. Presumably that will make it easier to sign an agreement with 1&1. How do you sort of avoid enabling 1&1 as a new network and as a competitor with this transaction?

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

All righty. Let's start with the competition in this marketplace. We have been open for business as a TowerCo. We are not excluding any tenant to join our network before and after the deal. Nothing has changed. Second- Network differentiation is first and foremost driven by spectrum, by the network architecture, and by the antennas that you put on our real estate. We are now partnering around real estate. That's what we are doing. What was the second question, Hannes? Please remind me.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

No, I think that was it. How we have protected our network leadership.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

All right.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Yeah.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Yeah. In terms of, obviously, this was.

Timotheus Höttges
CEO, Deutsche Telekom

Coincide

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Lengthy discussion that we had over five years. Obviously, we learned a lot vis-à-vis DTAG with Srinivasan Gopalan, and there are many different lessons learned over time. First and foremost, we have a common goal, which is the TowerCo wants to earn fees and DTAG wants to have network leadership. That's the reason why we have prioritized the build-to-suit program of DTAG. There's a 5,200-tower build-to-suit commitment that DTAG has given to the TowerCo and vice versa. There's a network modernization program for the antennas on the rooftops that we are prioritizing, and we have a commitment vice versa. These are the things that are in place.

We have renegotiated the SLAs with the most favored nation clause to make sure that they get the best possible service. The most important thing is our new partners and owners of 51% have spent significant time with their key customer in order to ensure him Mr. Gopalan at DT. He will be a happy camper in the next few years and confirm their commitment to work on DTAG's network leadership.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Great. Thanks. We have a question from Akhil Dattani at JP Morgan, please. Akhil, can't hear you. Okay. I can see you, Akhil, but you are on mute. Okay.

Christian Illek
CFO, Deutsche Telekom

Looks like everyone's blocked.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

All right. Maybe we try Adam Fox-Rumley at HSBC. Adam, can you try? Okay. No?

Adam Fox-Rumley
Director, European & US Telecoms Equity Research, HSBC

Yes. Hi. Hello, everyone. Thank you. A very quick clarification, please. You'd mentioned the reconsolidation option, but is the 49% ownership level a floor from your side? Thanks.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

What do you mean a floor from those?

Adam Fox-Rumley
Director, European & US Telecoms Equity Research, HSBC

Do you have any intention of selling your stake down further?

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

No, we don't. Actually, I was listening to Ulrich's last question regarding kingmaker asset, which Tim answered. No, we are still believing that we are the kingmaker asset in European consolidation, and therefore we wanna keep a very high stake in this company. So there's no intention to sell further shares in the company. As we said before, after the game is before the game. In terms of the point that Ulrich was trying to convey that we don't have the kingmaker asset anymore, we have it.

You have to see that the market has changed significantly since the beginning of the year, with multiples compressing and a lot of people writing about the company that we consider the gold standard for European TowerCos, Cellnex. That they shouldn't do an acquisition of our towers because they are only trading at 21x or 22x EBITDA. There will be better times after the recession, let's put it this way. We are eagerly awaiting those. On the other hand, we have now taken EUR 10.7 billion from the table. That gives us a lot of optionality around deleveraging and other opportunities that we may have.

Adam Fox-Rumley
Director, European & US Telecoms Equity Research, HSBC

Thank you.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Okay. Thanks. Thanks, Adam. Last question from Emmet Kelly at Morgan Stanley, please.

Emmet Kelly
Senior Research Analyst - European and Global Telecoms, Morgan Stanley

Yes. Good morning, everybody, and thank you for taking my question. Hope you guys can see me on the video.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Very good.

Emmet Kelly
Senior Research Analyst - European and Global Telecoms, Morgan Stanley

Superb.

Timotheus Höttges
CEO, Deutsche Telekom

All is good. Yeah.

Emmet Kelly
Senior Research Analyst - European and Global Telecoms, Morgan Stanley

Very good. My question please is on the network itself and the grid, specifically on the network modernization of the 18,000 rooftops. Thorsten, can you maybe just say a few words that when you say modernize those rooftops, will you be able to convert those rooftops from single tenant up to multi-tenant rooftops? Is that feasible? Is that something that you can do? And then, can you maybe talk a little bit about the adjacent technologies, specifically on fiber? Just say maybe a few words about how many of the sites are connected with FTTP. Is there scope to increase?

Timotheus Höttges
CEO, Deutsche Telekom

Eighty-five

Emmet Kelly
Senior Research Analyst - European and Global Telecoms, Morgan Stanley

... fiber penetration on those sites? Lastly, on DAS, obviously this is a technology that's worked quite well for Cellnex in Italy. Is this something you see taking off in Germany over the medium term? Thank you.

Thorsten Langheim
Member of the Board of Management, USA and Group Development, Deutsche Telekom

Emmet, you are asking a very sensitive question that I cannot answer and don't want to answer on our network modernization. Of course, we will spend a lot of time on it, and DT is a smart company, especially the German part run by Srini, so I need to protect that. Of course, if we have now our hands full on our 18,000 rooftops, there may be only a few that you can co-locate in the future. That's quite clear. Keep in mind EMF budgets and things like that. But that doesn't preclude us to put another small tower on the other edge of the rooftop if we want to.

From that perspective, this is one of the things where we clearly protect Deutsche Telekom, but it's also a good revenue opportunity for the TowerCo. Much for that. In terms of DAS, if you see the investments that DigitalBridge has done in this space and what they are doing in the U.K. and in the U.S., this is certainly a good role model for us. You mentioned Cellnex, who was focusing on that, especially in Italy after their acquisition in 2017. I always say that how much we admire the Cellnex team around Tobias Martinez. There's a lot of things that we can learn from them, and Marc is bringing something to the table in that respect, where we wanna develop capabilities. Emmet, let me stress one point.

The lowest risk and highest return opportunity that we have in this company is our main customer in Germany, in our core business, which is BTS. Keep in mind that we are the ones who are building out 1,300 to 1,500 sites per annum, and nobody can currently match that. That is a great opportunity for us given the network densification and the license obligations that all the MNOs have in Germany. Then on top of it, network modernization that is a great organic opportunity for us that we will focus on with 100%.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Backhaul, just to be clear, is a matter for Telekom Deutschland, and it's about three-quarters of our sites that are backhauled with fiber. Thanks very much to everyone. Thanks to Tim, Thorsten, and Christian for participating in this call and everyone who has joined us in this call at this early hour. Wish you a good day all together and a good summer. We'll hear you again hopefully when we present our second quarter results on the eleventh of August. Okay?

Timotheus Höttges
CEO, Deutsche Telekom

Thank you.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Bye-bye.

Timotheus Höttges
CEO, Deutsche Telekom

See you guys.

Hannes Wittig
Head of Investor Relations, Deutsche Telekom

Thank you. Bye-bye.

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