Unaudited 3m Condensed Combined Financial Statements

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Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers

GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Condensed combined interim financial statements for the three months ended 31 December 2020

Condensed Combined Income Statement


Three months ended 31 Nine months ended 31
December December

2020 2020
Note €m €m
Continuing operations
Revenue 2 211.2 476.2
Maintenance costs (10.1) (20.6)
Staff costs 4 (6.5) (12.0)
Other operating expenses (15.3) (33.0)
Depreciation on lease-related right of use assets 7 (49.6) (110.1)
Depreciation on other property, plant and equipment 7 (22.1) (50.9)

Operating profit 3 107.6 249.6


Interest on lease liabilities 11 (13.5) (32.3)
Other finance costs (2.8) (3.1)
Other expenses (24.6) (25.4)
Share of results of equity accounted joint ventures 15 2.0 2.0

Profit before tax 68.7 190.8

Income tax expense 5 (18.6) (52.4)

Profit for the period 50.1 138.4

Attributable to:
Owners of the Company 50.0 138.3
Non-controlling interests 0.1 0.1

50.1 138.4

Condensed Combined Statement of Comprehensive Income ,


Three months ended 31 Nine months ended 31
December December

2020 2020
Note €m €m
Profit for the period 50.1 138.4
Foreign exchange translation differences, net of tax 1.8 1.0
Items that will not be reclassified subsequently to profit or loss:
Net actuarial losses on defined benefit pension schemes, net of tax (0.4) (0.8)

Total items that will not be reclassified to the income statement in 1.4 1.0
subsequent years

Other comprehensive income for the period, net of income tax 1.4 0.2
Total comprehensive income for the period 51.5 138.6

Attributable to:

Owners of the Company 51.4 138.5

Non-controlling interests 0.1 0.1

51.5 138.5
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers
GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Condensed combined interim financial statements for the three months ended 31 December 2020
Condensed Combined Statement of Financial Position

31 December 2020 30 September 2020

Note €m €m
Non-current assets
Goodwill and intangible assets 6 3,446.4 3,097.0
Property, plant and equipment 7 2,847.0 2,147.9
Investments in joint ventures 15 2,918.2 -
Deferred tax assets 5 17.9 24.6
Trade and other receivables 9 9.2 3.8

9,238.7 5,273.3
Current assets
Receivables due from related parties 8 1,127.4 392.0
Trade and other receivables 9 41.4 37.2
Cash and cash equivalents 6.2 3.1

1,175.0 432.3

Total Assets 10,413.7 5,705.6

Equity

Net investment of parent 4,947.6 3,442.0

Non-controlling interests 55.2 -

Total Equity 5,002.8 3,442.0

Non-current liabilities
Lease liabilities 11 1,786.1 1,465.6
Provisions 12 308.8 274.7
Post employment benefits 0.5 0.4
Deferred tax liabilities 5 18.1 0.3
Payables due to related parties 8 195.1 104.3
Trade and other payables 10 2.9 4.7

2,311.5 1,850.0
Current liabilities
Lease liabilities 11 263.0 72.2
Current income tax liabilities 5 23.6 19.6
Provisions 12 16.8 10.5
Payables due to related parties 8 2,633.3 170.5
Trade and other payables 10 159.6 140.8
Overdrafts 3.1 -

3,099.4 413.6

Total liabilities 5,410.9 2,263.6

Total equity and liabilities 10,413.7 5,705.6

The financial statements were approved by the board of Directors and authorised for issue on 14 February 2021. They were signed on its
behalf by:

Vivek Badrinath, Chief Executive Officer Thomas Reisten, Chief Financial Officer Christian Sommer, General Counsel
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers
GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Condensed combined interim financial statements for the three months ended 31 December 2020
Condensed Combined Statement of Changes in Equity
Net investment of Non-controlling Total
parent interests equity
€m €m €m
1 April 2020 52.5 - 52.5
Shareholder contribution by way of transfer of companies
3,302.4 - 3,302.4
into the Group
Profit for the period 88.3 - 88.3
Other comprehensive expense for the period (1.2) - (1.2)
Total comprehensive income for the period 87.1 - 87.1

30 September 2020 3,442.0 - 3,442.0

Shareholder contribution by way of transfer of companies


1,264.7 55.1 1,319.8
into the Group
Issue of shares 189.5 - 189.5
Profit for the period 50.0 0.1 50.1
Other comprehensive expense for the period 1.4 - 1.4

Total comprehensive income for the period 51.4 0.1 51.5

31 December 2020 4,947.6 55.2 5,002.8


Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers
GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Condensed combined interim financial statements for the three months ended 31 December 2020
Condensed Combined Statement of Cash Flows
Three months ended 31 Nine months ended 31
December December

2020 2020
Note €m €m

Net cash from operating activities 13 276.4 379.6

Investing activities
Purchases of property, plant and equipment (29.8) (68.7)

Net cash used in investing activities (29.8) (68.7)

Financing activities
Net movement in short-term borrowings 3.1 3.1
Net movements in cash management activities with (195.8) (222.7)
related parties
Repayment of lease liabilities including interest (50.9) (85.2)

Net cash used in financing activities (243.6) (304.8)

Net increase in cash and cash equivalents 3.0 6.1

Effect of foreign exchange rates 0.1 0.1


Cash and cash equivalents at beginning of period 3.1 -
Additions on combination of companies into the Group - -

Cash and cash equivalents at end of period 6.2 6.2


Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies

Basis of preparation
Vantage Towers Germany AG (the “Company”) is incorporated and domiciled in Germany (registered with
Düsseldorf Local Court under HRB no. 85940). The registered address of the Company is Prinzenallee 11-13,
40549 Düsseldorf/Germany. The Company is ultimately controlled by Vodafone Group Plc (“Vodafone”), a
company incorporated and domiciled in England and Wales, with a registered address of Vodafone House, The
Connection, Newbury, Berkshire, RG14 2FN, England.

The condensed combined interim financial statements for the three months and nine months ended 31
December 2020:

• are prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”
(“IAS 34”) as issued by the International Accounting Standards Board and as adopted by the European
Union;
• are presented on a condensed basis as permitted by IAS 34 and therefore do not include all
disclosures that would otherwise be required in a full set of financial statements prepared in
accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board and as adopted by the European Union (“IFRS”)
• present the Condensed Combined Statement of Financial Position and the Condensed Combined
Statement of Changes in Equity corresponding to the closing date of the immediately preceding six
month period (30 September 2020) together with the figures at 31 December 2020 solely and
exclusively for comparative purposes. Moreover, in accordance with IAS 34, next to each of the items
of the Condensed Combined Income Statement, the Condensed Combined Statement of
Comprehensive Income and the Condensed Combined Statement of Cash Flows, the figures
corresponding to the three month period ended on 31 December 2020 are presented along with
those corresponding to the nine month period ended on 31 December 2020; and
• present the combined financial information of the Company, Vantage Towers, S.L.U, (domiciled in
Madrid, Spain), Vantage Towers Limited, (domiciled in Dublin, Ireland), Vodafone Towers Portugal
S.A. (domiciled in Lisbon, Portugal), Vantage Towers s.r.o (domiciled in Prague, Czech Republic),
Vodafone Magyarország zrt (domiciled in Budapest, Hungary), Vodafone Towers Romania S.R.L.
(domiciled in Bucharest, Romania), Vantage Towers Greece (domiciled in Athens, Greece) and
Infrastrutture Wireless Italiane S.p.A (domiciled in Rome, Italy) (together the “Group”), on the basis
set out below.
-
In preparing the condensed combined interim financial statements, consideration has been given to the intra
group transactions entered into by wholly owned subsidiaries of Vodafone in order to enable Vodafone to
separate its European tower infrastructure assets in Germany (the parent company), Spain, Portugal, the Czech
Republic, Hungary, Romania, Greece, Ireland, its 50% ownership interest in Cornerstone Telecommunications
Infrastructure Limited (“Cornerstone”) its 33.2% ownership interest in Infrastrutture Wireless Italiane S.p.A.
(“INWIT”) and Central Tower Holding Company B.V. (“CTHC”) – the intermediate holding company - into a new
stand-alone tower infrastructure business, being the Group.

In order to achieve separation of these tower infrastructure assets, the tower infrastructure assets in each local
market were grouped into a business unit within the Vodafone operating company in that market and then
carved out of the operating company into a separate legal entity controlled by Vodafone, either by way of a
hive-down, a demerger or otherwise. Following this separation, the various legal entities have now reorganised
under the Company to form the Group.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Basis of preparation (continued)


Presentation of the history of these transactions, in the condensed combined interim financial statements, has
been considered in conjunction with the expected presentation of those same transactions in the consolidated
financial statements for the year end to ensure consistency of reporting in accordance with IFRS.

In considering the presentation of the consolidated financial statements, for the year end, the Directors have
considered the guidance in IFRS 10 “Consolidated Financial Statements” (“IFRS 10”) relating to individual
transactions. The Directors have considered that the commercial purpose of separating certain of Vodafone’s
European tower infrastructure assets into a standalone tower infrastructure business, and the related legal
steps undertaken to achieve this, have taken place in contemplation of each other solely to achieve a single
purpose, being the public listing of the Company’s shares. The Directors have therefore concluded that the
various steps undertaken should be accounted for as a single transaction.

As the single transaction comprises the combination of the separate European tower businesses, this meets the
definition of a business combination. However, as the transaction is under common control, the accounting
does not fall in scope of any existing IFRSs. Consequently, in accordance with International Accounting
Standards 8 “Accounting Policies, Changes in Accounting Estimates and Errors” (“IAS 8”), the Directors must
employ judgement to develop and apply an appropriate accounting policy.

The Directors have also considered whether it would be more appropriate to prepare consolidated financial
statements given the Group came into existence during the three months ended 31 December 2020 following
the acquisition of CTHC (17 December 2020). The Directors have concluded that these financial statements
should be presented on a combined rather than a consolidated basis as presentation of the full three months
ended 31 December 2020 of combined results will be most useful to users. This is due to the fact that it will be
the first complete three month period for which the majority of all legal entity separations have been
completed and is most consistent with the basis of preparation of the previous financial statements for the six
month period ending 30 September 2020. In contrast, consolidated financial statements for the three month
period ending 31 December 2020 would only reflect transactions during the period from 17 December until 31
December 2020 and would therefore only provide a very narrow picture of the performance of the Group.

Accordingly, the Directors have concluded that it is appropriate to account for the combination of the
European tower assets that make up the Group by applying the pooling of interests method based on historical
carrying values as though the current structure had always been in place, a method of accounting for business
combinations. These historical carrying values are determined by reference to the book values recorded under
the Vodafone Group accounting policies immediately preceding the transaction in accordance with the pooling
of interests approach. In applying the pooling of interests method, the Directors have considered the
requirements of IFRS 10 which, in the absence of specific IFRS guidance, is considered to be analogous and
relevant for the purposes of accounting for the combination.

IFRS 10 mandates that the consolidated financial statements of the receiving entity cannot include financial
information of a subsidiary prior to the date it obtains control. Accordingly, in applying the pooling of interests
method, the Directors do not consider it appropriate to present financial information of the combining
businesses, for periods prior to the combination.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Basis of preparation (continued)


In considering the presentation of the condensed combined financial statements, for the period ended 31
December 2020, the Directors are required to apply judgement given that the Group is only part way through
the single transaction. In applying judgement, the Directors have also considered that IAS 34 requires
continuity with the basis of preparation for year end financial statements. Whilst the basis of preparation cited
above is referenced to principles embodied within consolidated financial statements, the Directors have
concluded that in the absence of specific IFRS guidance, the approach to presenting comparative information
should be consistent with the proposed approach for the year end reporting. Consequently, these condensed
combined interim financial statements have been prepared on the basis that the financial history of the Group
commences on the date of legal separation for each company within the Group.

The effective date of the legal separation of the various European tower businesses from the respective
Vodafone operating companies in which they were originally held took place on various dates between 18
March 2020 and 23 December 2020, as detailed below.

In addition to CTHC, the intermediary holding company that the Company acquired 100% of the ordinary
shares in on 17 December 2020, the following entities within the Vantage Towers business have been included
within the condensed combined interim financial statements from the effective date of their demerger from
the respective Vodafone operating companies:

• Vantage Towers, S.L.U (“Vantage Towers Spain”) – 18 March 2020;

• Vantage Towers AG (“Vantage Towers Germany”) – 25 May 2020;

• Vantage Towers Limited (“Vantage Towers Ireland”) – 1 June 2020;

• Vodafone Towers Portugal S.A. (“Vantage Towers Portugal”) – 16 July 2020;

• Vantage Towers s.r.o. (“Vantage Towers Czechia Republic”) – 1 September 2020;

• Vodafone Magyarország zrt (“Vantage Towers Hungary”) – 1 November 2020;

• Vodafone Towers Romania S.R.L. (“Vantage Towers Romania”) – 13 November 2020;

• Vodafone Greek TowerCo – 17 November 2020 (followed by the Group’s 62% acquisition of Vantage
Towers Greece on 23 December 2020, which contained the assets of both Vodafone Greek TowerCo
and Wind Hellas Greek TowerCo respectively); and

• the Group’s investment in the joint venture of Infrastrutture Wireless Italiane S.p.A (“INWIT”) – 19
November 2020.

For the avoidance of doubt, the investment in the joint venture of Cornerstone Telecommunications
Infrastructure Limited (“Cornerstone”) has not been included within these condensed combined interim
financial statements, as the investment has not been transferred from the respective Vodafone operating
entity on 31 December 2020. See note 18 subsequent events for further information on transactions relating to
this entity.

The Directors of Vantage Towers AG have taken responsibility for the preparation and approval of these
condensed combined interim financial statements. As such, references herein to “the Directors” should be
taken as the Directors of Vantage Towers AG.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Basis of preparation (continued)


The Group operates a portfolio of tower sites across Europe, for which it receives revenue both from the
Vodafone Group under Master Service Agreements (“MSA”) and from other unrelated customers.

The condensed combined interim financial statements have been prepared on the historical cost basis except
for certain financial and equity instruments that have been measured at fair value.

The principal accounting policies are set out below and in the notes to the condensed combined interim
financial statements.

Presentation currency
The condensed combined interim financial statements are presented in Euro, which is also the Group’s and
each entity’s functional currency with the exception of Vantage Towers Czechia Republic and Vantage Towers
Hungary which have functional currencies of Czech Koruna and Hungarian Forint respectively.

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the
respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on
the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are
not retranslated.

Changes in the fair value of monetary securities denominated in foreign currency are analysed between
translation differences and other changes in the carrying amount of the security. Translation differences are
recognised in the combined income statement and other changes in carrying amount are recognised in the
combined statement of comprehensive income.

For the purpose of presenting condensed combined interim financial statements, the assets and liabilities of
entities with a functional currency other than Euro are expressed in Euro using exchange rates prevailing at the
reporting period date. Income and expense items and cash flows are translated at the average exchange rates
for each month and exchange differences arising are recognised directly in other comprehensive income. On
disposal of a foreign entity, the cumulative amount previously recognised in the combined statement of
comprehensive income relating to that particular foreign operation is recognised in profit or loss in the
combined income statement.

Principles of combination
The asset, liabilities and profit or loss of the entities comprising the Group have been combined. All
transactions and balances between entities included within the Group have been eliminated. Where there are
transactions with other Vodafone Group Plc entities outside of the Group, these amounts are disclosed as
related party transactions in note 8.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Going concern

The Directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the
going concern basis in preparing the financial statements.

The Directors have reviewed the financial performance and position of the Company and have assessed the
monthly cashflow forecasts through to March 2022. They note the Group’s €966.4 million cash is held in a call
deposit account as part of the Vodafone Group Plc cash pooling arrangement. Per the terms of the
arrangement, the Directors have control of this deposit and draw down upon this balance when needed.
Having considered the overall financial position of the Vodafone Group, as set out in its Interim Financial
Statements for the 6 months ended 30 September 2020, the Directors are satisfied that the Vodafone Group
has sufficient liquidity for the Company and Group to continue to access the cash balance held in its call deposit
account.

Despite the potential for a sustained macro-economic downturn, the Directors are satisfied that, due to the
low cost base and significant head room in the cash flow forecast, the business will continue to have sufficient
cash available even in the event of any reasonably possible downturn in trading. There has been limited impact
on the business as a result of COVID-19 (see note 14 “Capital and financial risk management”).
On the basis of their assessment, the Directors of Vantage Towers A.G. expect that the Company will be able to
continue in operational existence for the period up to and including March 2022, and hence continue to adopt
the going concern basis of accounting in preparing the annual financial statements.

Current or non-current classification


Assets are classified as current in the condensed combined statement of financial position where recovery is
expected within 12 months of the reporting date. All assets where recovery is expected more than 12 months
from the reporting date and all deferred tax assets and property, plant and equipment are reported as non-
current.
Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date. For provisions, where the timing of settlement is
uncertain, amounts are classified as non-current where settlement is expected more than 12 months from the
reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as non-current

Significant accounting policies applied in the current reporting period that relate to
balances without a separate note

Cash and cash equivalents


Cash and cash equivalents comprise cash in hand and call deposits and other short-term highly liquid
investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of
changes in value. All cash and cash equivalents are measured at amortised cost.
The carrying amount of balances at amortised cost approximates their fair value.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Significant accounting policies applied in the current reporting period that relate to
balances without a separate note (continued)

Post employment benefits


For defined benefit retirement plans, the difference between the fair value of the plan assets and the present
value of the plan liabilities is recognised as an asset or liability on the statement of financial position. Defined
benefit plan liabilities are assessed using the projected unit funding method and applying the principal actuarial
assumptions at the reporting period date. Assets are valued at market value.
Actuarial gains and losses are taken to the statement of comprehensive income as incurred. For this purpose,
actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience
adjustments arising from differences between the previous actuarial assumptions and what has actually
occurred. The return on plan assets, in excess of interest income, and costs incurred for the management of
plan assets are also taken to other comprehensive income.
Other movements in the net surplus or deficit are recognised in the income statement, including the current
service cost, any past service cost and the effect of any settlements. The interest cost less the expected interest
income on assets is also charged to the income statement. The amount charged to the income statement in
respect of these plans is included within other operating costs.
The Group’s contributions to defined contribution pension plans are charged to the income statement as they
fall due.

New accounting pronouncements to be adopted on or after 1 April 2021


The IASB has issued amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform
– Phase 2 and Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9, which are effective for annual
periods beginning on or after 1 January 2021. Although not yet endorsed by the EU, the Group’s financial
reporting will be presented in accordance with the above new standards from 1 April 2021.

The IASB has issued Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” and IFRS 17
“Insurance Contracts”, which are effective for annual periods beginning on or after 1 January 2023. Although
not yet endorsed by the EU, the Group’s financial reporting will be presented in accordance with the above
new standards from 1 April 2023.

The Group’s work to assess the impact of these accounting changes is continuing; however, the changes are
not expected to have a material impact on the future consolidated income statement, consolidated statement
of financial position or consolidated cash flow statement.

The following narrow-scope amendments were issued by the IASB during May 2020 and are effective for
annual periods beginning on or after 1 January 2022, they have not yet been endorsed by the EU.

- Annual Improvements to IFRS Standards 2018-2020;


- Amendment to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”;
- Amendment to IAS 37 “Onerous Contracts – Cost of Fulfilling a Contract”; and
- Amendment to IFRS 3 “Reference to the Conceptual Framework”.
The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented
in accordance with these standards from 1 April 2022.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

New accounting pronouncements to be adopted on or after 1 April 2021 (continued)


The IASB has also issued amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture”, however, the effective date has been deferred indefinitely since
2015.

Critical accounting judgements and key sources of estimation uncertainty

IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s
circumstances. In determining and applying accounting policies, Directors and management are required to
make judgements and estimates in respect of items where the choice of specific policy, accounting judgement,
estimate or assumption to be followed could materially affect the Group’s reported financial position, results
or cash flows and disclosure of contingent assets or liabilities during the reporting period; it may later be
determined that a different choice may have been more appropriate.

The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below.
Actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is
revised if the revision affects only that period; they are recognised in the period of the revision and future
periods if the revision affects both current and future periods.

Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact
the amounts recognised in the condensed combined interim financial statements and the estimates that are
considered to be “critical estimates” due to their potential to give rise to material adjustments in the Group’s
financial statements in the following period. As at 31 December 2020, management has identified critical
judgements in respect of presentation of comparatives, revenue recognition, lease accounting, valuation of
goodwill and taxation. In addition, management has identified critical accounting estimates in relation to the
impairment of goodwill and estimation of asset retirement obligations.

Critical judgements in applying the Group’s accounting policies


The following are the critical judgements, apart from those involving estimations (which are presented
separately below), that the Directors have made in the process of applying the Group’s accounting policies and
that have the most significant effect on the amounts recognised in the condensed combined interim financial
statements.
As set out in the basis of preparation section, in determining the presentation basis of the condensed
combined interim financial statements, the Directors are required to apply various judgements and have
concluded that:
- the legal steps undertaken in combining the European tower businesses should be accounted for as a
single transaction;
- in applying a pooling of interests method for the business combination, the inclusion of financial
information for the European tower businesses prior to the date of legal separation would contradict
the requirements of IFRS 10 and therefore no comparative information is presented for that period;
and
- in order to comply with the continuity principles of IAS 34, the condensed combined interim financial
statements, for the period ended 31 December 2020, should be prepared on the same basis as that
proposed for the consolidated financial statements for the year ending 31 March 2021.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued)

Revenue recognition
Revenue recognition under IFRS 15 ‘Revenue from contracts with customers’ necessitates the use of
management judgements to produce financial information. The most significant accounting judgement is
disclosed below.
Gross versus net presentation
If the Group has control of goods or services before they are delivered to a customer, then the Group is the
principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is
considered to be the principal or an agent in the transaction depends on the analysis by management of both
the legal form and substance of the agreement between the Group and its business partners; such judgements
impact the amount of reported revenue and operating expenses (see note 2 “Revenue disaggregation and
segmental analysis”) but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement
to determine whether the Group is a principal or an agent include, for example, those where the Group
delivers energy to operator equipment, in which control of energy is not obtained prior to delivery to
customers.
Lease accounting
Lease accounting under IFRS 16 ‘Leases’ necessitates the collation and processing of very large amounts of data
combined with application of management judgements and estimates to produce financial information. The
most significant accounting judgements are disclosed below.
Lessor classification of arrangements as either operating or finance lease
Management judgement is required in determining whether leases where the Group is lessor are classified as
operating or finance leases. This has a significant impact on revenue recognition. Operating lease revenue is
recognised on a straight line basis (or similar) over the lease term, while finance lease income is recognised
largely up front, with interest income recognised over the remainder of the term.
IFRS 16 contains a number of indicators that a lease may be a finance lease. The relevant indicators considered
in the context of the leases of tower space to telecommunication companies were:
• whether the lease term is for the major part of the economic life of the asset;
• whether the present value of payments are substantially all of the fair value of the asset.
Management considered the following factors when assessing lease classification:
• The lease term, is significantly shorter than the useful life of tower assets. Where aged towers are
being used to fulfil the MSA, it is expected that the assets will be maintained rather than replaced;
• High level analysis concluded that the present value of lease payments was not ‘substantially all’ of the
fair value of the tower asset;
• Consideration of the nature of the arrangement, which is more consistent with short term hire
agreement (operating lease) than financing the acquisition of assets (finance lease)
On the basis of the factors considered, Management determined that leases under the MSA should be
classified as operating leases. See note 11 for further details.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued)


Lessee - Lease term
Where leases include additional optional periods after an initial lease term, significant judgement is required in
determining whether these optional periods should be included when determining the lease term. As a lessee,
optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension
option or will not exercise a termination option; this depends on an analysis by management of all relevant
facts and circumstances including the leased asset’s nature and purpose, the economic and practical potential
for replacing the asset and any plans that the Group has in place for the future use of the asset. The value of
the right-of-use asset and lease liability will be greater when extension options are included in the lease term.
The assessed lease term is subject to the non-cancellable period and rights and options in each contract.
Generally, lease terms are judged to include the non-cancellable contractual periods including any reasonably
certain extension periods. For the Group’s site leases, extension options are assumed to be exercised if they
are exercisable within the non-cancellable MSA term. In most instances the Group has options to renew or
extend leases for additional periods after the end of the initial non-cancellable lease term which are assessed
using the criteria above.
Valuation of goodwill
Goodwill previously attributed to Vodafone Group businesses in each market, recorded at cost less
accumulated impairment, has been accounted under the pooling of interests approach.
Goodwill, less amounts relating to Vodafone Group’s acquisition of Liberty Global assets which are deemed not
to relate to the Group, has been allocated between the Group’s businesses and the remaining Vodafone
operating business in proportion to the relative value of the cash generating units for each market, at the
demerger date. The allocation of goodwill between cash generating units is assessed from the enterprise value
of the relevant Vodafone Group operations.
Taxation
The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The
calculation of the Group’s total tax charge involves management to exercise judgement in respect of the
following:
Recognition of deferred tax assets
Significant items on which the Group has exercised judgement whether or not to recognise deferred tax assets
in respect of losses in Spain. The recognition of deferred tax assets, particularly in respect of tax losses, is based
upon whether management judge that it is probable that there will be sufficient and suitable taxable profits in
the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the
availability of future taxable profits using the same undiscounted five year forecasts for the Group’s operations
as are used in the Group’s value in use calculations for goodwill impairment purposes.
Changes in the judgements taken which underpin the Group’s forecasts could have an impact on the amount of
deferred tax asset recognised. The Group only considers substantively enacted tax laws when assessing the
amount and availability of tax losses to offset against the future taxable profits (see note 5 “Income taxes”).
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued)

Key sources of estimation uncertainty


The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting
period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are discussed below.
Impairment – goodwill
IFRS requires management to perform impairment tests annually for indefinite lived assets. For goodwill in
particular, the value in use calculations required to support the goodwill balance involve significant estimates,
including those involved in management’s forecast, any long term growth rates applied to this, and the
appropriate discount rate to use to reflect risks (amongst others). Given the level of estimation involved and
the size of the goodwill balance, impairment reviews are considered to be a key source of estimation
uncertainty. See note 6 for further details.

Asset retirement obligation provision


Estimation of future costs
The Group is required to recognise provisions for site restoration costs on its leased assets. There is uncertainty
around the cost of asset retirement obligations as cost estimates can vary in response to many factors,
including from changes in market rates for goods and services, to the relevant legal requirements, the
emergence of new technology or experience at other assets. The expected timing, work scope, amount of
expenditure and risk weighting may also change. Therefore estimates and assumptions are made in
determining the provision for asset retirement obligations. The estimated asset retirement obligation costs are
reviewed annually. The asset retirement obligation provision is based on current legal and contractual
requirements, technology and price levels.
An increase or decrease in the cost estimates by 10% at 31 December 2020 would result in an increase or
decrease in the liability and corresponding asset by €31.9 million and €31.9 million respectively.

2. Revenue disaggregation and segmental analysis


The Group’s businesses are managed on a geographical basis. Selected financial data is presented on this basis
below.
Accounting policies
Revenue
When the Group enters into an agreement with a customer, service deliverables under the contract are
identified as separate performance obligations (‘obligations’) to the extent that the customer can benefit from
the goods or services on their own and that the separate services are considered distinct from other services in
the agreement. Where individual services do not meet the criteria to be identified as separate obligations they
are aggregated with other services in the agreement until a separate obligation is identified. The obligations
identified will depend on the nature of individual customer contracts, but might typically be separately
identified for energy, maintenance of the underlying tower infrastructure and allied services provided to
customers. The provision of space on the Group’s tower infrastructure is considered to be a lease, see note 11
for further information. Where services have a functional dependency (for example, services are required to be
provided alongside the lease) this does not, in isolation, prevent those services from being assessed as separate
obligations.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued)


The Group determines the transaction price to which it expects to be entitled in return for providing the
promised obligations to the customer based on the committed contractual amounts, net of sales taxes and,
where applicable, discounts.
The transaction price is allocated between the identified obligations according to the relative standalone selling
prices of the obligations. The standalone selling price of each obligation deliverable in the contract is
determined according to the prices that the Group would achieve by selling the same services included in the
obligation to a similar customer on a standalone basis; where standalone selling prices are not directly
observable, estimation techniques are used maximising the use of external inputs.
Revenue is recognised when the respective obligations in the contract are delivered to the customer and
payment is probable.
Revenue from leases is recognised on a straight line basis over the term of the lease; see note 11 for details.
Revenue for the provision of services is recognised when the Group provides the related service during the
agreed service period.
When the Group has control of energy prior to delivery to a customer, then the Group is the principal in the
sale to the customer. As a principal, receipts from customers and payments to suppliers are reported on a gross
basis in revenue and operating costs. If another party has control of services prior to transfer to a customer,
then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is
recognised net of any related payments to the supplier and recognised revenue represents the margin earned
by the Group. Control of the energy is obtained by the Group and recorded on a gross basis, with the exception
where the Group delivers energy to operate the antenna and provide mobile reception to customers in which
case control of the energy is not obtained prior to transfer to a customer. See “Critical accounting judgements
and key sources of estimation uncertainty” in note 1 for details.
Segmental analysis
The Group’s operating segments are established on the basis of those components of the Group that are
evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in
assessing performance. The Group has determined the chief operating decision maker to be the Management
Board. The Group has a single group of similar services and products, being the supply of infrastructure leases
and related services. Revenue is attributed to a country or region based on the location of the tower assets and
company reporting the associated revenue.
The aggregation of operating segments into the Germany, Spain and other regions, in the opinion of
management, reflects the basis on which the Group manages its interests. The aggregation of operating
segments reflects, in the opinion of management, the similar economic characteristics within each of those
countries as well as the similar services offered and supplied, classes of customers and the regulatory
environment.
The period for each segment’s results disclosed below is from the date of de-merger of each market, as set out
in the note 1 basis of preparation, until 31 December 2020.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued)


Recharged
Three months ended 31
Ground lease capital
December 2020
Total revenue Adjusted EBITDA expense1 expenditure Adjusted EBITDAaL
€m €m €m €m €m
Germany 119.2 98.4 (27.9) (1.3) 69.2
Spain 41.8 37.5 (18.0) (0.2) 19.3
Greece 8.1 7.1 (2.8) - 4.3
Other European -
Markets 42.1 36.3 (14.4) 21.9
Combined 211.2 179.3 (63.1) (1.5) 114.7
1
Ground lease expense represents the sum of depreciation on lease-related right of use assets and interest on lease
liabilities.

Recharged
Nine months ended 31
Ground lease capital
December 2020
Total revenue Adjusted EBITDA expense1 expenditure Adjusted EBITDAaL
€m €m €m €m €m
Germany 280.2 237.0 (62.3) (1.3) 173.4
Spain 121.2 108.8 (54.5) (0.6) 53.7
Greece 8.1 7.1 (2.8) - 4.3
Other European
66.7 57.7 (22.8) - 34.9
Markets
Combined 476.2 410.6 (142.4) (1.9) 266.3
1
Ground lease expense represents the sum of depreciation on lease-related right of use assets and interest on lease
liabilities
The Group measures segment profit using adjusted EBITDA, defined as operating profit before depreciation on
lease-related right of use assets, depreciation, amortisation and gains/losses on disposal for other property,
plant and equipment, and excluding impairment losses, restructuring costs arising from discrete restructuring
plans, other operating income and expense and significant items that are not considered by management to be
reflective of the underlying performance of the Group. A reconciliation of adjusted EBITDA to operating profit is
shown below. For a reconciliation of operating profit to segment profit for the period, see the combined
income statement.
Three months ended 31 Nine months ended 31
December 2020 December 2020
€m €m
Adjusted EBITDA 179.3 410.6
Depreciation on lease-related right of use assets (49.6) (110.1)
Depreciation on other property, plant and equipment (22.1) (50.9)
Operating profit 107.6 249.6

The Group also measures segment performance using Adjusted EBITDAaL, calculated as adjusted EBITDA less
recharged capital expenditure revenue, and after depreciation on lease-related right of use assets and
deduction of interest on leases.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued)


Segmental assets and capital expenditure
Three months Non-current assets1 Lease-related right Maintenance Other capital Depreciation and
ended 31 of use assets capital expenditure amortisation
December 2020 expenditure2

Germany 383.9 820.7 4.0 18.7 36.1


Spain 113.6 456.6 1.8 3.5 15.8
Greece 124.4 314.4 0.2 0.1 3.1
Other European 182.5 460.1 1.4 2.3 16.7
Markets
Combined 804.4 2,051.8 7.4 24.6 71.7
1
Comprises other property, plant and equipment and non-current trade and other receivables
2
Maintenance capital expenditure is capital expenditure required to maintain and continue the operation of the existing
tower network and other Passive Infrastructure, excluding capital investment in new Sites or growth initiatives.

Revenue disaggregation
The Group generates revenue based on the different services it offers. The Group earns the vast majority of its
revenue based on long-term contracts with Vodafone and other Mobile Network Operators (“MNO”) on Macro
Sites. Macro Sites are the physical infrastructure, either ground-based or located on the top of a building,
where communications equipment is placed to create a cell in a mobile network. Macro Site revenue
represents revenue earned from renting space and providing services to customers on Macro Sites. Fees are
charged on a per Site basis, except in the case of certain Active Sharing Arrangements in Spain and Portugal
pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites.
The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services
to its customers. Other rental revenue (DAS/Small Cell) represents revenue earned from renting space and
providing services to tenants on DAS/Small Cell Sites. Recharged capital expenditure revenue includes direct
recharges to tenants of capital expenditure in connection with upgrades to existing Sites. Recharged capital
expenditure revenue is recognized over the term of the associated Vodafone MSA, resulting in deferred income
recognition. €1.5m of recharged capital expenditure revenue was generated during the 3 months ended
December 31, 2020; however, upgrade revenue is expected to increase over time as the Vodafone MSAs have
come into force.
Revenue reported for the year includes revenue from contracts with customers, comprising service revenue as
well as other revenue items including energy revenue and other income items such as the infrastructure
upgrade revenue. Lease revenue is revenue recognized under IFRS 16 “Leases”. The table below disaggregates
the Group’s revenue into the various categories.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

2. Revenue disaggregation and segmental analysis (continued)


Three months ended 31 Nine months ended 31
December 2020 December 2020
€m €m
Service revenue 51.9 119.9
Other service revenue 4.7 9.9
Total revenue from contracts with customers 56.6 129.8
Lease revenue 150.7 342.1
Other lease revenue 3.9 4.3
Total revenue 211.2 476.2
Split as: 0
Macro site revenue 201.3 458.3
Other rental revenue 3.7 6.1
Energy and other revenue 4.7 9.9
Recharged capital expenditure 1.5 1.9
211.2 476.2

Included in total revenue are revenues which arose from sales to the Group’s largest customer Vodafone Group
Plc (see note 8). No other single customers contributed 10 per cent or more to the Group’s revenue in the 3
month or 9 month periods to 31 December 2020.
The total future revenue from the Group’s contracts with customers with performance obligations not satisfied
at 31 March 2020 is €4,676.0 million; of which €633.9 million is expected to be recognised within the next year
with the remainder to be recognised in future years over the term of the customer agreements.

3. Operating profit
Detailed below are the significant amounts recognised in arriving at operating profit:
Three months Nine months
ended 31 ended 31
December 2020 December 2020
€m €m
Net foreign exchange losses/(gains) - -
Depreciation on lease-related right of use assets 49.6 110.1
Depreciation on other property, plant and equipment 22.1 50.9
Maintenance costs 10.1 20.6
Energy costs 4.5 11.1
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

4. Staff costs
The cost incurred in respect of employees (including Directors) was:
Three months Nine months
ended 31 ended 31
December 2020 December 2020
€m €m
Wages and Salaries 5.6 10.3

Social security costs 0.7 1.3

Other pension costs 0.2 0.3

Share-based payments - 0.1

Total 6.5 12.0

5. Income taxes
Accounting policies
Income tax expense represents the sum of current and deferred taxes.
Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the income statement because some items of income or expense are taxable or deductible in
different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using
tax rates and laws that have been enacted or substantively enacted by the reporting period date.
The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result
of a past event and management judge that it is probable that there will be a future outflow of economic
benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an
issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most
likely outcome where the issues are binary, or the expected value approach where the issues have a range of
possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any
penalties, if applicable, as part of the income tax expense.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences
between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. It is accounted for using the statement of financial position
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that temporary differences or taxable profits
will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition
(other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect
changes in the Group’s assessment that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or
the asset realised, based on tax rates that have been enacted or substantively enacted by the reporting period
date.
Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they either relate to income taxes levied by the same taxation authority on
either the same taxable entity or on different taxable entities which intend to settle the current tax assets and
liabilities on a net basis.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

5. Income taxes (continued)


Tax is charged or credited to the income statement, except when it relates to items charged or credited to
other comprehensive income or directly to equity, in which case the tax is recognised in other comprehensive
income or in equity.
Income tax expense is recognised in each interim period based on the best estimate of the weighted average
annual income tax rate expected for the full financial year.

Three months ended Nine months ended


31 December 2020 31 December 2020
€m €m
Corporation income tax:
Current year 9.3 27.7
Total current tax expense 9.3 27.7
Deferred tax on origination and reversal of temporary differences 9.3 24.7
Total deferred tax expense 9.3 24.7
Total income tax expense 18.6 52.4

A net deferred tax asset of €24.5m was acquired by the Group as part of the transfers of the local market tower
businesses in this period. Of the acquired €24.5m net deferred tax asset, €44.9m relates to tax losses carried
forward in Vantage Germany. The remaining acquired deferred tax balances which net to a deferred tax
liability of €20.4m relates to temporary differences arising on fixed assets, leases, and provisions held by the
Group.

The deferred tax charge mainly relates to the utilisation of tax losses in Germany.

The German tower business was transferred to the Group on 25 May 2020. However, for German tax purposes
this transfer applies retroactively from 30 September 2019. In the period to 25 May 2020, the business
generated tax losses as Vantage only generated third-party income. On the date of migration of the business in
May, Vantage and Vodafone concluded on their Tower rental agreements leading to an additional income
source. A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020 on the
basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended 31
March 2021 and 2022 on which the losses can be utilised to offset for tax purposes.

The Spanish towers business has unused tax losses of €187.6 million which are available to offset against the
future profits of the business and do not expire. The Spanish Towers business remains a member of Vodafone's
Spanish tax group at the balance sheet date and, due to the early stage of the IPO process together with local
tax law criteria, it is uncertain whether the Spanish Towers business will leave the tax group in the near future.
Due to this, together with the tax group's history of losses and the trading environment the spanish tax group
operates in, no deferred tax asset is recognised for these tax losses.

6. Goodwill and intangible assets


Goodwill arising under the pooling of interests approach (see note 1) relates to goodwill previously held by the
Vodafone Group, recorded at cost less accumulated impairment, that relates to the Vantage businesses and
which has been allocated to the tower business cash generating units at the date of demerger for each entity.

Goodwill is initially recognised at the Vodafone Group carrying value immediately prior to demerger of each
tower business and is subsequently measured at this value less any accumulated impairment losses. Goodwill is
not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be
required.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

6. Goodwill and intangible assets (continued)


On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the
determination of the profit or loss recognised in the income statement on disposal.

Goodwill Software Total


€m €m €m
Cost
1 April 2020 10.0 - 10.0

Additions on combination of companies into the Group 3,087.0 - 3,087.0

30 September 2020 3,097.0 - 3,097.0


Additions on combination of companies into the Group 342.0 - 342.0
Additions - 3.4 3.4
Foreign exchange differences 3.9 - 3.9
31 December 2020 3,442.9 3.4 3,446.3

Accumulated impairment losses and amortisation


1 April 2020
Impairment charge - - -
30 September 2020 - - -
Impairment charge - -
Amortisation charge - - -
31 December 2020 - - -

Net book value

30 September 2020 3,097.0 - 3,097.0

31 December 2020 3,442.9 3.4 3,446.3

Impairment losses

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication
that the asset may be impaired.

For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately
identifiable cash flows, known as cash-generating units. The determination of the Group’s cash-generating
units is primarily based on the country where the Group’s towers assets are located.

If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
Impairment losses recognised for goodwill are not reversible in subsequent periods.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

6. Goodwill and intangible assets (continued)


The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted. Management prepares formal five year management
plans for the Group’s cash-generating units, which are the basis for the value in use calculations.

The goodwill in the Group represents the excess of the cost of historical acquisitions by Vodafone over the fair
value of the acquired net assets which arose primarily due to synergies expected to be made at the time of
those acquisitions.

As at 31 December 2020, the Group’s goodwill is not required to be assessed for impairment through the
annual impairment test. Management have not identified any impairment indicators that would require an
impairment test.

The carrying value of goodwill at 31 December was as follows:

31 December 2020 30 September 2020


Cash generating unit €m €m
Germany 2,565.0 2,565.0
Spain 10.0 10.0
Greece 256.0 -
Other European Markets 611.9 522.0
Combined 3,442.9 3,097.0

See note 2 for details of the revenue and profit or loss of the cash generating units from the date of demerger
from Vodafone.

7. Property, plant and equipment


Accounting policies
Land and infrastructure assets held for use are stated in the statement of financial position at their cost, which
is made up of direct costs and costs in relation to asset retirement obligations, less any subsequent
accumulated depreciation and any accumulated impairment losses.
Amounts for other assets are primarily made up of towers and other infrastructure assets such as electricity
substations and cables. It also includes fixtures and fittings and IT hardware and software. These are all stated
at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is charged so as to write off the cost of assets, other than land, using the straight-line method,
over their estimated useful lives, as follows:
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

7. Property, plant and equipment (continued)

Land and buildings:


- Freehold buildings 25 – 50 years
- Leasehold premises The term of the lease
Other:
- Towers 25 years
- Other infrastructure assets 4 – 8 years
- Other 1 – 8 years

Depreciation is not provided on freehold land.


Right-of-use assets arising from the Group’s lease arrangements are depreciated over their reasonably certain
lease term, as determined under the Group’s leases policy (see note 11“Leases” and “Critical accounting
judgements and key sources of estimation uncertainty” in note 1 for details), unless the useful life of the right-
of-use asset is shorter than reasonably certain lease term, in which case are depreciated over the asset’s useful
life.
The gain or loss arising on the disposal, retirement or granting of a lease on an item of property, plant and
equipment is determined as the difference between any proceeds from sale, or receivables arising on a lease,
and the carrying amount of the asset and is recognised in the income statement
At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment to
determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of
the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an
impairment loss is recognised immediately in the income statement.
Where there has been a change in the estimates used to determine recoverable amount and an impairment
loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised
estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset or cash-generating unit in prior years, and an impairment loss
reversal is recognised immediately in the income statement.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

7. Property, plant and equipment (continued)

Land and buildings Other Total


€m €m €m
Cost
1 April 2020 - 81.2 81.2
Additions on combination of companies into the 22.2 388.1 410.3
Group
Additions - 81.3 81.3
Changes in estimates of asset retirement - 43.7 43.7
obligations (see note 12)
Disposals - - -
Foreign exchange differences - (0.6) (0.6)

30 September 2020 22.2 593.7 615.9

Additions on combination of companies into the 6.9 83.3 90.2


Group
Arising on acquisition (note 16) 73.7 19.8 93.5
Transfers from related parties - 7.1 7.1
Additions 0.3 31.7 32.0
Changes in estimates of asset retirement - 6.0 6.0
obligations (see note 12)
Disposals - - -
Foreign exchange differences - 1.4 1.4

31 December 2020 103.1 743.0 846.1

Accumulated depreciation and impairment


1 April 2020 - - -
Charge for the period - 28.8 28.8
Disposals - - -
Foreign exchange differences - - -

30 September 2020 - 28.8 28.8

Charge for the period - 22.1 22.1


Disposals - - -
Foreign exchange differences - - -

30 December 2020 - 50.9 50.9

Net book value

30 September 2020 22.2 564.9 587.1

31 December 2020 103.1 692.1 795.2


Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

7. Property, plant and equipment (continued)


Included in the net book value of infrastructure assets are assets in the course of construction, which are not
depreciated, with a cost of €74.4 million. Also included in the book value of other assets are tower and
infrastructure assets leased out by the Group under operating leases, with a cost of €740.3 million,
accumulated depreciation of €131.8 million and net book value of €608.6 million. The book value of right-of
use assets disclosed below are leased out by the Group under operating leases.
Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and
equipment:
31 December 2020 30 September 2020
€m €m
Other property, plant and equipment 795.2 587.1
Lease-related right-of-use assets1 2,051.8 1,560.8
31 December 2020 2,847.0 2,147.9
1
Additions of €132.6million and a depreciation charge of €49.6 million were recorded in respect of right-of-use
assets during the 3 month period to 31 December 2020.
At 31 December 2020, no indications of impairment were identified in relation to the property, plant and
equipment.

8. Related party transactions


The Group has a number of related parties including Vodafone Group Plc companies outside the Group,
Directors and Supervisory Board members.
Transactions with related parties
Related party transactions with Vodafone Group companies primarily comprise the formation of the Group
(see note 1), revenue for the lease of space on tower infrastructure assets and related services and recharges
for services provided by them to the Group. No related party transactions have been entered into during the
year which might reasonably affect any decisions made by the users of these combined financial statements
except as disclosed below.
During the year, Group entities entered into the following transactions with related parties who are not
members of the Group:

Revenue Purchase of services


Three months ended 31 December 2020
€m €m
Vodafone Group Plc - -
Subsidiaries of Vodafone Group Plc 186.5 1.8
Revenue Purchase of services
Nine months ended 31 December 2020
€m €m
Vodafone Group Plc - -
Subsidiaries of Vodafone Group Plc 418.9 6.7
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

8. Related party transactions (continued)


The following amounts were outstanding at the reporting date:

Receivables due Payables due Receivables due Payables due


from related to related from related to related
parties parties parties parties
31 December 2020 30 September 2020
€m €m €m €m
Vodafone Group Plc - - - -

Subsidiaries of Vodafone Group Plc 1,127.4 (2,828.4) 392.0 (274.8)

Included within the amounts outstanding at the reporting date is a net €1,678.4m payable in relation to the
Group’s cash management activities with subsidiaries of Vodafone Group Plc. This consists of the following
amounts:

31 December 2020 30 September 2020

€m €m
Receivables due from subsidiaries of Vodafone Group Plc:
Thereof: Cash deposits held with related parties 923.9 114.7

Payables due to subsidiaries of Vodafone Group Plc:


Thereof: Short term borrowings from related parties (2,407.2) (6.5)

Thereof: Long term borrowings from related parties (195.1) (104.3)

(2,602.3) (110.8)
Net (payable)/receivables due (to)/from subsidiaries of Vodafone
Group Plc in relation to the Group’s cash management activities: (1,678.4) 3.9

On 20 November 2020, the Company entered into a €3.0bn loan facility agreement with Vodafone Investments
Luxembourg S.à.r.l. (“VIL”). On 17 December 2020, the Company drew a loan of €2.3bn from this facility. The
loan has a termination date of 1 December 2021 and interest is charged on the drawn down amount equal to
EURIBOR + 1.05%. The Company has the unilateral right to extend the loan facility until 1 December 2022,
however this is classified as a short term loan due to the current intention of management to refinance within
12 months of the balance sheet date.

During the period, other property, plant and equipment of €7.1m and intangible assets of €2.8m were
transferred to the Group from subsidiaries of Vodafone Group Plc representing the cost of those assets at the
date of transfer.

Interest expense of €2.4m was incurred on the long term borrowings from related parties.

The Group’s receivables and payables due from as well as to related parties are financial assets and financial
liabilities recorded at amortised cost. The receivables due from related parties is measured after allowances for
future expected credit losses, see note 14 “Capital and financial risk management” for more information on
credit risk.
Receivables due from related parties are unsecured, have no fixed date of repayment and are repayable on
demand.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

8. Related party transactions (continued)


Key management compensation
Aggregate compensation for key management, being the Directors and members of the Executive Committee,
was as follows:
Three months ended Nine months ended
31 December 2020 31 December 2020
€m
Short-term employee benefits 0.5 1.1
Share-based payments 0.7 1.5
1.2 2.6

Compensation for key management was paid by members of the Group and subsidiaries of Vodafone Group
Plc.

9. Trade and other receivables


Accounting policies
Trade receivables represent amounts owed by customers where the right to payment is conditional only on the
passage of time. All trade receivables and receivables due from related parties are recorded at amortised cost.
The Group’s trade receivables and receivables due from related parties are classified at amortised cost unless
stated otherwise. The carrying value of all trade receivables and receivables due from related parties recorded
at amortised cost is reduced by allowances for lifetime estimated credit losses, see note 14 “Capital and
financial risk management” for more information on credit risk. Estimated future credit losses are first
recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances,
historical experience and forward looking considerations. Individual balances are written off when
management deems them not to be collectible.
€m €m
31 December 2020 30 September 2020
Included in non-current assets
Accrued Income 1.5 1.5
Other receivables 4.8 -
Prepayments 2.9 2.3
9.2 3.8
Included in current assets
Trade receivables 18.1 16.3
Accrued Income 10.1 8.8
Prepayments 5.9 1.3
Tax receivables 3.6 2.8
Other receivables 3.7 8.0
41.4 37.2
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

9. Trade and other receivables (continued)


Trade and other receivables are financial assets with the exception of prepayments which is expected to be
settled by receiving goods and services in the future.
The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their
fair value and are predominantly non-interest bearing.

10. Trade and other payables


Accounting policies
Trade payables are not interest-bearing and are stated at their nominal value. They are accounted for as
amortised cost unless otherwise stated and are all financial liabilities with the exception of deferred income
which is expected to be settled by provision of services in the future.
€m €m
31 December 2020 At 30 September 2020
Included in non-current
liabilities
Accruals 0.2 -
Deferred Income 2.7 4.7
2.9 4.7
Included in current
liabilities
Trade payables 33.1 17.1
Accruals 86.1 75.6
Deferred income 14.3 18.4
Other taxation and social 20.1 21.8
security
Other payables 6.0 7.9
159.6 140.8

The carrying amounts of trade and other payables approximate their fair value.

11. Leases
Accounting policies
As a lessee
When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is
recognised for any lease payments to be paid over the lease term at the lease commencement date. The right-
of-use asset is initially measured at cost, being the present value of the lease payments paid or payable, plus
any initial direct costs incurred in entering the lease and less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis from the commencement date to the end of the
reasonably certain lease term, unless the useful life of the right-of-use asset is shorter than reasonable certain
lease term, in which case are depreciated over the asset’s useful life. The lease term is the non-cancellable
period of the lease plus any periods for which the Group is ‘reasonably certain’ to exercise any extension
options (see below). The useful life of the asset is determined in a manner consistent to that for other
property, plant and equipment (as described in note 7). If right-of-use assets are considered to be impaired, the
carrying value is reduced accordingly.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

11. Leases (continued)


Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid
at the commencement date and are usually discounted using the incremental borrowing rates of the applicable
Group entity (the rate implicit in the lease is used if it is readily determinable). Lease payments included in the
lease liability include both fixed payments and in-substance fixed payments during the term of the lease.
After initial recognition, the lease liability is recorded at amortised cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate (e.g. an
inflation related increase) or if the Group’s assessment of the lease term changes; any changes in the lease
liability as a result of these changes also results in a corresponding change in the recorded lease-related right of
use asset.
As a lessor
Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease.
When a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the
lease is a finance lease; otherwise the lease is an operating lease.
Where the Group is an intermediate lessor, the interests in the head lease and the sub-lease are accounted for
separately and the lease classification of a sub-lease is determined by reference to the right-of-use asset arising
from the head lease.
Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance
leases is recognised at lease commencement with interest income recognised over the lease term.
Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities
(primarily leases over the utilization of infrastructure assets). The Group uses IFRS 15 principles to allocate the
consideration in contracts between any lease and non-lease components.
The Group’s leasing activities
As a lessee
The Group leases ground and rooftop sites on which to construct and operate passive infrastructure for mobile
base stations.
The Group’s general approach to determining lease term is described under critical accounting judgements and
key sources of estimation uncertainty in note 1.
Most of the Group’s leases include future price increases through fixed percentage increases, indexation to
inflation measures on a periodic basis or rent review clauses. Other than fixed percentage increases the lease
liability does not reflect the impact of these future increases unless the measurement date has passed. The
Group’s leases contain no material variable payments clauses.
Lease periods
Where practicable the Group seeks to include extension or break options in leases to provide operational
flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on
assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease
term is described under critical accounting judgements and key sources of estimation uncertainty in note 1.
After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or
a significant change in circumstances, which was not anticipated at the time of the previous assessment.
Significant events or significant changes in circumstances could include merger and acquisition or similar
activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed
management plans indicating a different conclusion on optional periods to the previous assessment. Where a
significant event or significant change in circumstances does not occur, the lease term and therefore lease
liability and right-of-use asset value, will decline over time.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

11. Leases (continued)


The Group’s cash outflow for leases in the three months ended 31 December 2020 was €50.9 million (9 months
ended 31 December: €85.2m) and, absent significant future changes in the volume of the Group’s activities or
strategic changes to use more or fewer other property, plant and equipment, this level of cash outflow from
leases would be expected to continue for future periods, subject to contractual price increases. The future cash
flows included within lease liabilities are shown in the maturity analysis below. The maturity analysis only
includes the reasonably certain payments to be made; cash outflows in these future periods will likely exceed
these amounts as payments will be made on optional periods not considered reasonably certain at present and
on new leases entered into in future periods.
Management have assessed that the signing of new Master Service Agreements during the period were a
significant trigger event for reassessment, in line with its accounting policy, and therefore amounts recognised
in the primary financial statements in relation to lessee transactions are as follows:
Right-of-use assets
The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the
year are disclosed in note 7 “Property, plant and equipment”.
Lease liabilities
The Group’s lease liabilities are disclosed below. The maturity profile of the Group’s lease liabilities is as
follows:

31 December 2020 30 September 2020


€m €m

Within one year 283.1 163.3

In more than one year but less than two years 274.2 191.0

In more than two years but less than five years 733.9 558.6

In more than five years 1,083.0 900.1

Effect of discounting (325.1) (275.2)

Lease liability 2,049.1 1,537.8

Analysed as:

Non-current 1,786.1 1,465.6

Current 263.0 72.2

Amounts recognised in the income statement is as follows:


Three months ended 31 Nine months ended 31
December 2020 December 2020
€m
Depreciation on lease-related right of use assets 49.6 110.1

Interest expense on lease liabilities 13.5 32.3

Expense relating to variable lease payments not included in the - -


measurement of the lease liability
Income from sub-leasing right of use assets 154.6 346.4
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

11. Leases (continued)


The Group has no material liabilities under residual value guarantees and makes no material payments for
variable payments not included in the lease liability.
As a lessor
The Group’s lessor activities are with telecommunication companies leasing out space on the Group’s other
infrastructure property, plant and equipment assets.
Lessor transactions are classified as operating or finance leases based on whether the lease transfers
substantially all of the risks and rewards incidental to ownership of the asset. Leases are individually assessed;
generally, the Group’s lessor transactions are classified as operating leases.
The Group’s income as a lessor in the year is disclosed in note 2 “Revenue disaggregation and segmental
analysis”.
The committed amounts to be received from the Group’s operating leases, excluding impacts of inflation, are
as follows:
In more than In more than In more than In more than
one year but two years three years four years
Within one less than but less than but less than but less than In more than
year two years three years four years five years five years Total

€m €m €m €m €m €m €m

Committed lease income due to the


Group as a lessor 633.9 615.3 606.1 601.4 595.8 1623.5 4,676.0

The Group has no material lease income arising from variable lease payments.

12. Provisions
A provision is a liability recorded in the statement of financial position, where there is uncertainty over the
timing or amount that will be paid, and is therefore often estimated. The main provisions held by the Group are
in relation to asset retirement obligations, which include the cost of returning network infrastructure sites to
their original condition at the end of the lease.
Accounting policies
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be
made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the
expenditure required to settle the obligation at the reporting date and are discounted to present value where
the effect is material. Where the timing of settlement is uncertain amounts are classified as non-current where
settlement is expected more than 12 months from the reporting date.
Asset retirement obligations
In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to
have costs associated with decommissioning. The associated estimated cash outflows are substantially
expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in
nature. The discount rate applied to calculate the net present value of the cash outflows relating to asset
retirement obligation is based on the risk free rate.
Other provisions
Other provisions comprise various amounts including those for restructuring costs. The associated cash
outflows for restructuring costs are primarily less than one year.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

12. Provisions (continued)


Asset
retirement
obligations Other Total
€m €m €m
1 April 2020 24.6 0.2 24.8
Additions on combination of companies into the Group 224.3 5.7 230.0

Additions 32.4 - 32.4

Amounts charged to income statement - - -

Utilised in the year – payments (1.3) (0.4) (1.7)

Unwinding of discounting - - -

Effects of foreign exchange (0.3) - (0.3)

30 September 2020 279.7 5.5 285.2


Additions on combination of companies into the Group 24.4 0.1 24.5
Arising on acquisition (note 16) 6.3 0.1 6.4
Additions 3.2 - 3.2
Amounts charged to income statement 0.9 - 0.9
Utilised in the year – payments (1.0) (0.1) (1.1)
Adjustments to discount rate 6.0 - 6.0
Unwinding of discounting - - -
Effects of foreign exchange 0.5 - 0.5
31 December 2020 320.0 5.6 325.6

Current liabilities 11.6 5.2 16.8


Non-current liabilities 308.4 0.4 308.8

320.0 5.6 325.6


Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

13. Reconciliation of net cash flow from operating activities


Three months ended Nine months
31 December ended 31
December
2020 2020
€m €m
Profit for the period 50.1 138.4
Income tax expense 18.6 52.4
Interest on lease liabilities 13.5 32.3
Other finance costs 2.8 3.1
Other expenses 24.6 25.4
Share of results of equity accounted joint ventures (2.0) (2.0)
Operating profit 107.6 249.6
Adjustments for:
Share-based payments and other non-cash charges 1.6 1.7
Depreciation of other property, plant and equipment 22.1 50.9
Depreciation of lease-related right of use assets 49.6 110.1
Decrease/(increase) in trade receivables from related parties 81.8 (127.9)
Increase in trade payables to related parties 24.9 125.9
Increase in trade and other receivables (7.3) (16.2)
Increase/(decrease) in trade and other payables 1.9 (8.7)
Cash generated by operations 282.2 385.4
Net tax paid (5.8) (5.8)
Net cash flow from operating activities 276.4 379.6

14. Capital and financial risk management


This note details the treasury management and financial risk management objectives and policies, as well as
the exposure and sensitivity of the Group to credit, liquidity, interest and foreign exchange risk, and the
policies in place to monitor and manage these risks.
Accounting policies
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised in the Group’s
statement of financial position when the Group becomes a party to the contractual provisions of the
instrument.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all
of its liabilities and includes no obligation to deliver cash or other financial assets.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

14. Capital and financial risk management (continued)


Capital management
The Group’s policy is to borrow using a mixture of long-term and short-term capital market issues and
borrowing facilities to meet anticipated funding requirements. These borrowings, together with cash generated
from operations, are loaned internally or contributed as equity to certain subsidiaries.
Financial risk management
The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange
exposure, interest rate management exposures and counterparty risk in accordance with the framework of
policies and guidelines as approved by the Supervisory Management Board. The Group’s accounting function,
which does not report to the Group Treasury Director, provides regular update reports of treasury activity to
the Supervisory Board.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a
financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its
financing activities, the Group considers its maximum exposure to credit risk at 31 December to be cash and
cash equivalents and trade receivables and receivables due from related parties as disclosed in the statement
of financial position and note 9 “Trade and other receivables”.
Expected credit loss
The Group has financial assets classified and measured at amortised cost that are subject to the expected
credit loss model requirements of IFRS 9. Cash at bank and in hand and trade and other receivables are
classified and measured at amortised cost and subject to these impairment requirements. However, the
identified expected credit loss is considered to be immaterial at 31 December 2020.
Amounts owed by subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand
with sufficient liquidity in the Group to flow funds if required. Therefore expected credit losses are considered
to be immaterial.
Operating activities
Expected credit losses are measured using historical cash collection data for periods of at least 24 months,
wherever possible, and grouped into various customer segments based on product or customer type. The
historical loss rates are adjusted where macroeconomic factors, for example changes in interest rates or
unemployment rates, or other commercial factors are expected to have a significant impact when determining
future expected credit loss rates. For trade receivables the expected credit loss provision is calculated using a
provision matrix, in which the provision increases as balances age, and for receivables paid in instalments, a
weighted loss rate is calculated to reflect the period over which the amounts become due for payment by the
customer. Trade receivables and contract assets are written off when each business unit determines there to
be no reasonable expectation of recovery and enforcement activity has ceased.
Expected credit losses are presented within operating profit and subsequent recoveries of amounts previously
written off are credited against the same line item.
Liquidity risk
Liquidity is reviewed on at least a 12 month rolling basis and stress tested on the assumption that any liabilities
outstanding mature and are not extended. The Group manages liquidity risk by maintaining a varied maturity
profile with a target average life of debt of at least 4 years and limits on the level of debt maturity in any one
calendar year, therefore minimising refinancing risk.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

14. Capital and financial risk management (continued)


Market risk
Interest rate management
Other than for short term working capital and where it is envisaged loan debt shall be repaid prior to maturity,
the Group’s policy is to maintain interest rates on indebtedness on a fixed rate basis.
Foreign exchange management
The Group predominantly maintains the currency of debt and interest charges in Euros and has a policy to
hedge external foreign exchange risks on transactions denominated in other currencies above a certain de
minimis level.
Acquisition risks
The Group’s strategy includes the aim to strengthen and expand its operations through acquisitions. This
strategy of growth exposes the Group to operational challenges and risks as well as the acquisition of liabilities
or other claims from acquired businesses.
COVID-19
The COVID-19 pandemic has brought some disruption to our business, suppliers and customers. However, the
situation across the Group and direction has been coordinated through a robust centralised Crisis Management
process which is based on and supported by the established COVID-19 response services of Vodafone. Risk
areas include, Health & Safety risk management; maintaining vital network coverage and services; and ensuring
our Customer Service teams are able to work and support our customers.
The demand for services offered by the Group has not been diminished by COVID-19. As the Group is mainly an
infrastructure led business, it has not been adversely impacted by the restrictions caused by the pandemic with
customer activity remaining in line with expectations since the period end. Appropriate changes in processes,
systems and security requirements were implemented to enable all operational activities to move to remote
working models with no disruption to the service provided. These are sustainable models as they have not had
a detrimental impact on customer relations. The business is not significantly reliant on customers and suppliers
outside of the Vodafone Group companies. The COVID-19 impact on the Group is minimal. There is no adverse
impact anticipated to future plans for the business as a consequence of COVID-19, therefore we consider the
current forecast to remain appropriate.
There are no indicators, as a result of COVID-19, that would lead to concern over the recoverability of the Trade
and other receivables or the deferred tax asset.

15. Investments in joint ventures


The Group holds an interest in a joint venture in Italy that it shares control with one or more third parties.
Accounting policies
A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an
economic activity that is subject to joint control; that is, when the relevant activities that significantly affect the
investee’s returns require the unanimous consent of the parties sharing control. Joint arrangements are either
joint operations or joint ventures.
Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint
arrangement are recognised in respect of the Group’s entire equity holding in the subsidiary.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

15. Investments in joint ventures (continued)


Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net
assets of the arrangement.
At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of
the identifiable assets, liabilities and contingent liabilities of the joint venture is recognised as goodwill. The
goodwill is included within the carrying amount of the investment.
The results and assets and liabilities of joint ventures are incorporated in the consolidated financial statements
using the equity method of accounting. Under the equity method, investments in joint ventures are carried in
the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group’s
share of the net assets of the joint venture, less any impairment in the value of the investment. The Group’s
share of post-tax profits or losses are recognised in the consolidated income statement. Losses of a joint
venture in excess of the Group’s interest in that joint venture are recognised only to the extent that the Group
has incurred legal or constructive obligations or made payments on behalf of the joint venture.
The financial and operating activities of the Group’s joint venture is jointly controlled by the participating
shareholders. The participating shareholders have rights to the net assets of the joint ventures through their
equity shareholdings. Unless otherwise stated, the Company’s joint venture has share capital consisting solely
of ordinary shares and are all indirectly held. The country of incorporation or registration of all joint ventures is
also their principal place of operation.
Principle activity Country of incorporation Percentage
or registration shareholdings

Infrastructture Wireless Italiane (INWIT) S.p.A Network infrastructure Italy 33.2

Summarised financial information for the Group’s joint venture on a 100% ownership basis is set out below.
The shareholding in INWIT was transferred to the Group on 19 November 2020. The cost of investment
recognised in the statement of financial position represents the net asset value of €2,916.6m at that date with
the Group being entitled to a share of its net income from 19 November 2020 until the period end of 31
December 2020.
Information in relation to the 3 month period to 31 December 2020 has not been released at the date of
approval of these financial statements and as such is market sensitive for INWIT. Therefore reported results for
INWIT for the 3 months ended 30 September 2020, being the most recently available publically information has
been used with adjustments being made for the effects of any significant events or transactions occurring
between the accounting period ends.
In addition following the merger between INWIT and Vodafone Towers Italy and the subsequent acquisition of
shares in INWIT, a purchase price allocation exercise was performed in accordance with IFRS 3 which resulted
in, inter alia, a step up in PPE and intangible asset values and a corresponding increase in depreciation and
amortisation charges. The resulting additional expenses from the purchase price allocation and the associated
tax effect are included within the reported results for INWIT for the 3 months ended 30 September 2020.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

15. Investments in joint ventures (continued)

Income statement – 3 months ended 31 December 2020 €m

Revenue 87.0
Operating expenses (6.4)
Operating profit or loss before amortization, depreciation, capital gains/(losses) and reversals/ (write-downs) of non-current 80.6
assets (EBITDA)
Amortization, depreciation, capital gains/(losses) on disposals and write-downs of non-current assets (62.1)
Operating profit (EBIT) 18.5
Finance income -
Finance expense (9.6)
Profit before taxation 8.9
Taxation (2.9)
Profit for the period 6.0

Statement of financial position – at 31 December 2020 €m

Non-current assets 14,463


Current assets 317
Total assets 14,780
Equity shareholders’ funds 8,787
Non-current liabilities 4,896
Current liabilities 1,098
Total equity and liabilities 14,780

Reconciliation of summarised financial information


The reconciliation of summarised financial information presented to the carrying amount of our interest in joint
ventures is set out below:
3 months ended 31 December 2020 €m

Equity shareholder funds 8,787


Investment in joint venture 2,919

Carrying value 2,919

Profit for the period 6.0


Share of profit 2.0

Share of profit 2.0


Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

16. Acquisitions
This note provides details of the acquisitions during the period as well as those in the prior period.

Acquisition of Vantage Towers Greece

On July 24, 2020, Vodafone Europe BV (“VEBV”) entered into an agreement with Crystal Almond S.à.r.l.
(“Crystal Almond”), the controlling shareholder of Wind Hellas Telecommunications S.A. (“Wind Hellas”), for
Vodafone-Panafon Hellenic Telecommunications Company S.A. (“Vodafone Greece”) and Wind Hellas to
partially demerge and subsequently contribute their tower businesses into Vantage Towers Greece, a jointly
owned entity controlled by VEBV.

Vodafone Greece transferred its Passive Infrastructure business to Vodafone Greece Towers S.A. (“Vodafone
Greek TowerCo”) by way of a notarial deed dated November 6, 2020, with legal effect from November 17,
2020. In exchange for the transfer of the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo,
Vodafone Greece’s shareholders received a pro rata issuance of shares in Vodafone Greek TowerCo. Wind
Hellas transferred its Passive Infrastructure business to Crystal Almond Towers Single Member S.A. (“Wind
Hellas Greek TowerCo”) by way of a notarial deed dated November 6, 2020, with legal effect from November
17, 2020. In exchange for the transfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo,
Crystal Almond was issued all of the shares in Wind Hellas Greek TowerCo.

On December 18, 2020, Vantage Towers Greece was incorporated. On December 21, 2020, VEBV and Crystal
Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo, respectively,
to Vantage Towers Greece. Following the contribution, VEBV and Crystal Almond were issued 62% and 38%
shareholdings in Vantage Towers Greece, respectively.

On December 22, 2020, VEBV transferred its shares in Vantage Towers Greece to CTHC, and VEBV, CTHC,
Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned
to CTHC a call option (the “Vantage Towers Greece Call Option”) to acquire the remaining 38% of Vantage
Towers Greece from Crystal Almond.

Vodafone Greek TowerCo is included in the combined financial statements using pooling of interest method.
Wind Hellas Greek TowerCo was acquired in a business combination using the acquisition method, in line with
IFRS 3.

The primary reason for the business combination was to acquire a fully integrated nationwide network in
Greece that is underpinned by secure, long-term contractual arrangements with a high-quality customer base.
Consideration paid was 38% of the equity interest in Vodafone Towers Greece (with a fair value of €178m) plus
cash of €25m. The fair value of the equity interest was measured by calculating its enterprise value of
Vodafone Towers Greece by reference to its discounted cash flows. The amount of the non-controlling interest
recognised at the acquisition date was €55.1m measured as a share of net assets.

As the acquisition occurred on 22 December 2020, the table below sets out the provisional accounting for the
transaction as a full purchase price allocation has yet to be completed. These provisional values will be
adjusted in the Group’s next set of financial statements.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

16. Acquisitions (continued)


Fair value
€m
Net liabilities acquired
Non-current assets 104.0
Current assets -
Non-current liabilities (103.0)
Current liabilities (13.0)
Net identified liabilities acquired (12.0)
Goodwill 215.0
Total consideration 203.0
From the date of acquisition to 31 December, the acquired entity contributed nil towards the revenue and
profit before tax of the Group. If the acquisition had taken place at the beginning of the financial year, revenue
would have been €94.6m and the profit before tax would have been €29.3m.

17. Contingent liabilities


Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more
than remote, but is not considered probable or cannot be measured reliably. The Group does not have any
contingent liabilities required to be disclosed.

18. Events after the reporting period

Capitalisation of the Company


On January 7, 2021, the shareholders’ meeting of the Company resolved to increase the share capital from
€464,504,358 by €41,277,907 to €505,782,265 by issuing 41,277,907 new shares in the Company (the “Third
Capital Increase”). The Third Capital Increase was carried out by the payment of €41,277,907 in cash by
Vodafone Germany to the Company (the “Third Capital Increase Payment”). As consideration, Vodafone
Germany received 41,277,907 new shares in the Company. The consummation of the Third Capital Increase
was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht)
of Düsseldorf, Germany on January 14, 2021. In connection with the Third Capital Increase, Vodafone Germany
made a “further additional payment” to the Company ‘s capital reserves pursuant to section 272 para 2 no. 4
HGB (so-called share premium (schuldrechtliches Agio)) in the amount of €1,171,832,493 (the “Third Capital
Contribution”).

Reorganisation
Effective on January 14, 2021, Vodafone Group Plc completed the process by which Vantage Towers was
established. Prior to that date, Vodafone Europe B.V. (“VEBV”), an indirect 100% subsidiary of Vodafone Group
Plc, held all of the share capital of Central Tower Holding Company B.V. (“CTHC”), Vantage Towers Ireland,
Vantage Towers Portugal, Vantage Towers Czechia Republic, Vantage Towers Hungary, and Vantage Towers
Spain. VEBV held 99.99% of all shares in Vantage Towers Romania, 33.2% of all shares in INWIT and 62% of all
shares in Vantage Towers Greece. Vodafone Ltd (“Vodafone UK”) held 50% of all shares in Cornerstone. VEBV
contributed all of the shares in Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czechia
Republic, Vantage Towers Hungary, Vantage Towers Spain, Vantage Towers Romania, 62% of the shares in
Vantage Towers Greece and INWIT to CTHC. CTHC acquired all of the shares in Cornerstone held by Vodafone
UK.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020

18. Events after the reporting period (continued)

Acquisition of Cornerstone by CTHC

On January 14, 2021, CTHC acquired Vodafone UK’s 50% shareholding in Cornerstone by way of a share
purchase agreement dated January 6, 2021. This will be accounted for going forwards using the pooling of
interests method.

Change of legal Form of the Company


On January 18, 2021, the Company’s shareholders’ meeting resolved to change the Company’s legal form from
a German limited liability company (Gesellschaft mit beschränkter Haftung) into a German stock corporation
(Aktiengesellschaft) under the legal name “Vantage Towers AG” pursuant to the German Transformation Act
(Umwandlungsgesetz). The changes in legal form and legal name were registered in the commercial register
(Handelsregister) of the local court (Amtsgericht) of Düsseldorf, Germany on January 26, 2021.

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