Vodafone Regulatory News (VOD)

13 May 2019

VODAFONE GROUP ANNOUNCES SALE OF VODAFONE NEW ZEALAND ANDNEW PARTNER MARKET AGREEMENT

Vodafone Group Plc ("Vodafone") announces the sale of 100% of Vodafone New Zealand Limited ("VFNZ") to a consortium comprising Infratil Limited and Brookfield Asset Management Inc. (collectively referred to as the "Consortium").1

The Consortium has agreed to acquire VFNZ for a cash consideration equivalent to an Enterprise Value of NZ$3.4bn (€2.1bn2), implying an FY'19 LTM multiple of 7.3x Adjusted EBITDA3 and 16.2x Adjusted OpFCF4.

On completion, Vodafone and VFNZ will enter into a Partner Market agreement, which will include use of the Vodafone brand, preferential roaming arrangements, access to Vodafone's global IoT platform and central procurement function, and a range of services for the business and consumer markets.

Nick Read, Chief Executive of Vodafone Group, said: "An important aspect of our strategy is the active management of our portfolio and deleveraging, which this transaction further demonstrates. We have always been proud of our Vodafone New Zealand business, which has a great team, and we look forward to a continued close relationship through our Partner Market agreement."

The Transaction is subject to customary regulatory approvals, with completion anticipated during Vodafone's 2020 financial year.

VFNZ Unaudited Key Financials: FY Mar-19

1. The selling entity is Vodafone Europe B.V., a 100% owned indirect subsidiary of Vodafone Group Plc

2. Converted from NZ$ to € at a rate of 1.6464 (as of 31-Mar-19)

3. Net of pro-forma Vodafone Partner Market Agreement service fees

4. Adjusted OpFCF defined as Adjusted EBITDA minus capex

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About Vodafone Group

Vodafone Group is one of the world's largest telecommunications companies and provides a range of services including voice, messaging, data and fixed communications. Vodafone Group has mobile operations in 25 countries, partners with mobile networks in 41 more, and fixed broadband operations in 19 markets. As of 31 December 2018, Vodafone Group had approximately 700 million mobile customers and 21 million fixed broadband customers, including all of the customers in Vodafone's joint ventures and associates. For more information, please visit: www.vodafone.com.

About VFNZ

VFNZ is one of New Zealand's leading digital services and connectivity companies. As of 31 December 2018, VFNZ has a mobile customer base of approximately 2.0m subscribers and a fixed customer base of approximately 0.5m subscribers. It owns and operates a fixed-wireless mobile network with international transit capacity and a strategic portfolio of spectrum assets.

Advisers to Vodafone

Deutsche Bank and Deutsche Craigs Limited are acting as financial advisers to Vodafone and Bell Gully is acting as legal counsel.

About Infratil Limited

Infratil is a New Zealand based investment company, specialising in infrastructure that provides essential services to individuals and communities. Concentrating on long-term growth sectors, Infratil currently owns data, connectivity, social infrastructure, renewable energy and airport businesses. Infratil's current investment portfolio of infrastructure businesses includes airports, renewable electricity generators and retailers, as well as a growing focus on data and telecommunications infrastructure. Infratil has invested more than NZ$4 billion over the last decade. Infratil was one of the world's first listed infrastructure funds when it was established and listed on the New Zealand Exchange in 1994.

About Brookfield Asset Management Inc.

Brookfield Asset Management Inc. is a leading global alternative asset manager with over US$365 billion in assets under management. The company has a 120-year history of owning and operating assets with a focus on real estate, renewable power, infrastructure and private equity. Brookfield is co-listed on the New York, Toronto and Euronext stock exchanges under the symbol BAM, BAM.A and BAMA, respectively. For more information, please visit www.brookfield.com.