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AGM 2021

Jun 3, 2021

Tim Höttges
Chairman of the Board of Directors, T-Mobile US

Good morning, everybody, and welcome to the 2021 annual meeting of stockholders of T-Mobile US. My name is Tim Höttges, and I'm the Chairman of the Board of Directors, and I will preside over today's meeting. As we continue to navigate the impacts of the COVID-19 pandemic and follow mandated and recommended health and safety guidelines, it was not possible to gather everyone together in Seattle. Instead, as we hold our meeting virtually again this year, I want to thank you all for joining us today and for your interest in T-Mobile. Before the formal business of the meeting begins, I would like to first thank my fellow Board members for their continued service. This is an impressive, vibrant, and committed group of people, and I would also like to thank the management team and all T-Mobile employees for your hard work.

As you will hear from Mike, T-Mobile had another fantastic year and a record-breaking year in 2020. I'm so incredibly proud of how our employees have united as one combined company after the merger with Sprint in April 2020 to serve our customers and deliver outstanding business results during such unprecedented times. Congratulations, and thank you for your continued dedication. As the world is grappling with a health issue of enormous scale and great human impact, you are the ones who have been working tirelessly to support our customers and keep them connected at a time when connectivity has been more critical than ever before. Thank you for that. Finally, I would like to thank our shareholders for your continued trust in T-Mobile. Let me start out by introducing you to the other members of the Board of Directors at T-Mobile.

Mike Sievert, of course, who is our CEO and serves for us. Marcelo Claure, Srikant Datar, Larry Guffey, Christian Illek, Raphael Kübler, Thorsten Langheim, [Dominique Leroy], Teresa Taylor, who also serves as our Lead Independent Director, [Omar] Tazi, Kelvin Westbrook, and [audio distortion] . Mr. Guffey was not up for re-election, and his Board service will end at the conclusion of this meeting. The Board would like to recognize Mr. Guffey for his service and his immense contributions as a member of the Board over the last eight years. The Board has nominated Mrs. Bavan Holloway as the new nominee for election to the Board. If elected, Mrs. Holloway's term will begin at the conclusion of this meeting. I would also like to introduce the members of the senior leadership team. Néstor Cano serves as our Executive Vice President of Integration and Transformation and Strategy Advisor to the CEO.

Dow Draper serves as our Executive Vice President for Emerging Products. Peter Ewens serves as our Executive Vice President, Corporate Strategy and Development. Callie Field serves as our Executive Vice President, Chief Customer Experience Officer. Jon Freier serves as our Executive Vice President, Consumer Group. Janice Kapner serves as our Executive Vice President, Chief Communication and Brand Officer. Mike Katz serves as our Executive Vice President, T-Mobile for Business. Brian King serves as our Executive Vice President and Chief Information Officer. Deeanne King serves as our Executive Vice President, Chief Human Resource Officer. Susan Loosmore serves as our Executive Vice President, Financial Planning and Analysis. Dave Miller serves as our Executive Vice President, General Counsel, and Secretary. Peter Osvaldik serves as our Executive Vice President and Chief Financial Officer. Neville Ray serves as our President, Technology.

Abdul Saad serves as our Executive Vice President, Chief Technology Officer, and John Saw serves as our Executive Vice President, Advanced and Emerging Technologies. We also have members of our outside audit firm, PricewaterhouseCoopers, who are here with us virtually today. I hereby call the 2021 annual meeting of stockholders to order. We have two items on the agenda today. We will announce the voting results and adjourn the meeting. Mike Sievert, the company CEO, will then share some brief remarks on the progress of the company. As is our tradition, we will finish the meeting with questions from our stockholders.

Although, we might not get all of our questions to handle them today. Stockholders who wish to ask a question must submit their question electronically through our annual meeting website. Only stockholders are permitted to ask questions, and the stockholders must have a control number to submit a question on the website. Dave Miller, our Executive Vice President and General Counsel, will act as the Secretary of today's meeting. Let me hand it over now to Dave to get things started.

Dave Miller
EVP, General Counsel, and Secretary, T-Mobile US

As you may have noticed, the agenda and rules of conduct for the annual meeting are available on the virtual meeting website. To conduct an orderly annual meeting, we ask that the participants please abide by the rules of conduct. We've also made available through the virtual meeting website a complete list of stockholders as of our record date, April 7th, 2021, and an affidavit of mailing showing that proxy materials were sent to each stockholder of record on April 21st, 2021. [audio distortion], a representative of Broadridge Financial Services, was appointed to act as Inspector of Elections at this meeting and has taken her oath. She's joined this meeting virtually. I will now turn it back over to Tim for the business of the meeting.

Tim Höttges
Chairman of the Board of Directors, T-Mobile US

Thank you very much, Dave. The stockholders list shows that as of the record date of April 7th, 2021, holders of 1,246,808,967 shares of the company's common stock are entitled to vote at the meeting. The Inspector of Elections has informed us that more than 50% of the outstanding shares entitled to vote at this meeting are present in person or by proxy. Based on this report, I declare that a quorum is present and that this meeting is qualified to proceed with the business before us. We will now present and conduct the voting on the business matters to come before this meeting. For stockholders of record, you may vote by clicking the Vote Here button. For stockholders who own shares through a broker, you will need to vote as directed by your broker.

If you have already sent or given a written proxy, or if you have voted over the telephone or internet, you do not need to vote at this time unless you wish to revoke your written proxy or prior vote. The polls are now open but will close as soon as all of the proposals are presented. The first item of business is the election of 13 Directors to our Board of Directors to serve for one year until our 2022 annual meeting of stockholders and their successors are elected and qualified. As described in the proxy statement, our Board of Directors has nominated the following individuals for election. First, Marcelo Claure, Srikant Datar, [Bavan] Holloway, Timotheus Höttges, Christian Illek, Raphael Kübler, Thorsten Langheim, Dominique Leroy, Mike Sievert, Teresa Taylor, Omar Tazi, Kelvin Westbrook, and Michael Wilkens.

The second item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year. There are no other items to consider at the meeting. The Board of Directors recommends a vote for each of the Director's nominees and for proposal two. Management has delivered its ballots to the Inspector of Elections to vote as is directed by the stockholders, those shares represented at the meeting by proxy. There being no other matters to come before the meeting, voting is now complete. I declare the polls for voting are now closed at 8:11 Pacific Time on June 3rd, 2021.

Based on the preliminary tabulations from the Inspector of Elections, we are happy to announce that all the Director nominees standing for elections were elected, and the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2021 fiscal year has been ratified. We will report final voting results on Form 8-K to be filed with the SEC. As there is no other formal business to address, I declare that the meeting is hereby adjourned. I will now turn the meeting over to Mike Sievert, our President and Chief Executive Officer. Welcome, Mike.

Mike Sievert
CEO, T-Mobile US

Thanks, Tim, and good morning, everyone. I'm pleased you could join us here virtually today for T-Mobile's annual shareholder meeting. While we're all gathered, I wanted to take a few minutes to highlight our record success in 2020 and remind you why our future is so incredibly bright. Despite the unprecedented environment we had to navigate in 2020, quite simply, it was T-Mobile's best year ever. From an incredible pace of network deployment to customer growth to merger synergy realization, this team delivered. We delivered on our business goals and achieved some incredible accomplishments and milestones, such as ending 2020 with America's largest, fastest, and most available 5G network. A network advantage that we are prepared to sustain and expand throughout the entirety of the 5G era. Surpassing 100 million total customers, 102 million to be exact, overtaking AT&T as America's number two wireless provider in the process.

Leveraging our synergy-backed model to simultaneously deliver robust financial performance and industry-leading customer growth. We continued to unlock shareholder value for our shareholders in 2020, with our TM US stock appreciating by 72%, outperforming both the S&P 500 and our wireless peers by enormous margins. 2020 was a historic year in so many ways, but for wireless, it marked the true beginning of the 5G era, and T-Mobile is now poised to lead that era as we become famous for our network and leverage our established 5G leadership position to deliver a truly superior wireless experience for businesses and consumers alike. At year-end, our Extended Range 5G covered 280 million people across 1,600,000 sq mi. That was nearly four times more than Verizon and nearly 2.5 times that of AT&T.

We smashed our network targets for our Ultra Capacity 5G, which utilizes our spectrum depth of 2.5 GHz mid-band and above, reaching 106 million people with Ultra Capacity 5G in more than 1,000 cities and towns across the country. We expect to reach 200 million people by the end of this year, 2021. The country has never seen anything like our accelerated network deployment, and I could not be prouder of our team. As you may recall, at last year's shareholder meeting, we had just closed our merger with Sprint, and I had just stepped into the role as CEO. I'm pleased to say that despite the complications of the pandemic, our team hit the ground running, simultaneously delivering integration faster and better than expected to capture synergies and deliver value.

In fact, we significantly over-delivered on our merger synergies well ahead of plan, reporting $1.3 billion in synergies in 2020 and exceeding guidance. Importantly, we achieved all of this success in 2020 while staying true to our North Star, the customer. This last year reminded us all how critical connectivity is to nearly every aspect of our daily lives. When our customers needed us, we were there for them with a safe and convenient solution to stay connected at an exceptional value. Looking ahead, our mission is to be the best in the world at connecting customers to their world. Our strategy to get there is simple. We plan to simultaneously deliver the best network and the best value for businesses and consumers. Something that's never been done before in wireless, and something that only T-Mobile can make a reality as the leading pure-play wireless company.

Add to that the differentiated customer experiences delivered by our unrivaled customer-loving team, and we have a formula that allows us to pursue our audacious vision to become number one in customer choice and number one in customers' hearts. If you can't tell, I am incredibly excited about our future, and we're only just getting started. Thank you for your support, and we look forward to taking your questions.

Tim Höttges
Chairman of the Board of Directors, T-Mobile US

Thank you, Mike. We will now open the meeting for Q&A. Stockholders who wish to ask a question may submit one in written as directed on the annual meeting website. Also joining us is Janice Kapner, our Executive Vice President, Chief Communication and Brand Officer, who will serve as our moderator for shareholder questions. Please, let's get started.

Janice Kapner
EVP and Chief Communication and Brand Officer, T-Mobile US

We have one question here today about our record and position on Diversity, Equity, and Inclusion for the management team.

Mike Sievert
CEO, T-Mobile US

Thank you. Well, thanks for that question. It's difficult, obviously, doing this remotely, but I'll jump in. Obviously, this is a very important topic, and we're extremely proud of our progress here because DE&I is so important in our culture. Overall, about 59% of our employees are people of color, 41% of our employees are female. In management and above ranks, that's 48% of our employees are people of color and 36% are female. Our executive ranks, 21% are people of color and rapidly growing. This last year has been a milestone year for us as we focused even more on this with the help of a very important external DE&I advisory council that came about after the completion of our merger.

A broad range of outside experts who've been helping us have the best-in-class DE&I programs to support our overall culture and DE&I, which has always emphasized making T-Mobile a place of inclusion and a place where people can bring their best selves to work. Plenty of work left to do in this important area.

Janice Kapner
EVP and Chief Communication and Brand Officer, T-Mobile US

Great. We have one other question pertaining to home internet. It seems a question from shareholder about making the T-Mobile Home Internet product available to everyone, and particularly to people in areas with low signal strength.

Mike Sievert
CEO, T-Mobile US

Well, thank you for your question. As I mentioned in my prepared remarks, our network is rapidly expanding at a rate and pace that's unprecedented in the history of this country. Right now, our Ultra Capacity 5G network, which is the basis for much of our ability to deliver home broadband service, reaches 140 million people across the country as of our most recent public disclosures. We intend to make that 200 million people by the end of this year, calendar 2021.

A rapid expansion of this capability, and many of those areas are places where we can approve applicants for our home broadband service, where they can expect service of around 100 Mbps at lower prices than are often found from the incumbent provider. We're very excited about this. If it's not available in your neighborhood yet, check back with us or come to our website and fill out an online application and we'll actually contact you when your neighborhood or your home address is served, and we really appreciate your interest.

Janice Kapner
EVP and Chief Communication and Brand Officer, T-Mobile US

Okay. It looks like we have one last question that I'm sure management will want to answer. A shareholder asks, "What drove the explosive growth in customers last year?"

Mike Sievert
CEO, T-Mobile US

Well, thank you. As you know, we have a record of outgrowing this industry and an aspiration to continue outgrowing this industry when it comes to customer growth as well as revenue growth and how we translate that into financial performance. It's simple. Our company has always been famous for providing a superior value, and it has always been well known as a place where customers can expect customer service that's the best in the industry. We enjoy the highest Net Promoter Score in the industry.

Now we're adding to that a new dimension to our value proposition, which is the leading position with the best 5G network. The biggest, the fastest, and the most available 5G network nationwide, added to an established set of brand fame around the best value. We have a lot of work to do. We want to provide the very best experience and become the company that is the best in the world at connecting customers to their world. Our vision is to not stop until we're number one in customer choice and number one in customers' hearts.

Janice Kapner
EVP and Chief Communication and Brand Officer, T-Mobile US

Okay. Our last question is relevant to what we just answered, but very specific. A shareholder wants to switch friends and family to T-Mobile, but they balk about the network coverage. What can we tell them?

Mike Sievert
CEO, T-Mobile US

Well, thank you. I love this question, and many times what it reflects is somebody who might have tried T-Mobile a couple of years ago. A couple of years ago wasn't that long ago. If you tried it, that seems like a very recent experience to you. In fact, our network has transformed dramatically just in the last few months since the completion of our historic merger with Sprint, the integration, and now the construction of the best, fastest, and most available 5G network in the country. My question for you or my challenge to you would be to check with us again and talk to a T-Mobile customer about what kind of speeds and capacity they're enjoying on the T-Mobile network, especially if they have an up-to-date phone compatible with 5G.

Janice Kapner
EVP and Chief Communication and Brand Officer, T-Mobile US

Great. I think that concludes our Q&A.

Mike Sievert
CEO, T-Mobile US

Terrific. Thank you.

Tim Höttges
Chairman of the Board of Directors, T-Mobile US

Thank you for all the questions, and thank you as well, Mike, for the answers. A lot about business, and I think we do everything in order to serve our customers in the best way. We appreciate the questions and comments from our stockholders. Our program for the day has concluded. Thank you all for attending the company's second virtual annual meeting of stockholders and for your continued support of the company. We appreciate the ongoing engagement of our stockholders. We look forward to all of you, seeing you soon, and seeing you all next year. Please stay healthy, and with this, I conclude the meeting. Thank you very much.