Wind Tre 9 Months 2017 Results

7 November 2017

2

Financial highlights 9M 2017 vs 9M 2016 combined

2

Op. Cash Flow

1 9M2017 EBITDA before approx. 200M€ of integration costs

3 Leverage ratio calculated on 9M 2017 LTM EBITDA before approx. 260M€ of

integration costs

EBITDA %

Total Revenue EBITDA

Net Debt 9.5Bn€

9M 20172 FY 2016 Leverage

ratio 4.3x

9M 20172 FY 2016

9.2Bn€ 4.2x

812M€

Fixed TLC rev.

+1.2%

vs 9M 2016

Mobile TLC rev.

3.165M€ -3.0%

vs 9M 2016

vs 9M 2016

4.626M€ -2.1% 1.619M€ +2.9% vs 9M 2016

1

1

3

1 (EBITDA – CAPEX)

877M€

35.0%

vs 9M 2016

+170bps

+8.9%

2 Including payment with cash in hands of approx. 435M€ for spectrum renewal/refarming occurred September the 28th; we are in the process of

finalizing with a bank a non-recourse assignment of the 400M€ outstanding receivables owed by Iliad, for the spectrum blocks transferred, under

which assignment, the bank would make a net payment to Wind Tre of approx. 390M€

3

Progress on synergy delivery

Highlights

• OPEX and CAPEX synergy target confirmed of approximately 700M€ per annum run-rate, of which 70% (490M€) OPEX and 30% (210M€)

CAPEX

• 90% of the annual run-rate to be achieved by year end 2019; expectation confirmed

• Incurred integration costs: 60M€ in 4Q 2016 and 200M€ in 9M 2017

Network & IT

• Closing of national roaming contract

successfully completed

• Insourcing activities and contract renegotiation

started mainly in Network and IT area

• Network consolidation and modernization with

ZTE on track

SG&A Commercial

• Commissioning scheme harmonization

implemented

• Simplification of product portfolio in place

• POS rationalization and optimization ongoing

• Company right-sizing project ahead of

expectation

• Facilities rationalization started both on HQ

and regional sites

98M€ OPEX synergies achieved:

4

October 2017: Refinancing successfully completed

Highlights Main achievement

• Average interest rate lowered from ~5.5% to ~2.7%

• Expected annual interests savings of ~270M€/year1, boosting

Wind Tre’s cash flow

• First maturity in 2020 (average maturity from 2.5 years to 6

years)

• Optimization of the capital structure with maturities enhanced

and harmonized

• Entire capital structure refinanced in the month of October 2017

− New Term Loan for 3,000M€ with new Revolving Credit

Facility for 400M€

− New EUR denominated Senior Secured Notes and Floating

Rate Notes for a total of 5,625M€

− New USD denominated Senior Secured Notes for 2,000M$

(1,702M€ equivalent)

• All Senior Secured capital structure

1 Expected annualized interest savings of 270M€ assumes stable gross debt

5

Total – Revenue and EBITDA

EBITDA1 and Margin (M€, %)

Revenue (M€) Highlights

• Total revenue declined (-2.1%) due to the decrease in

service revenue and other revenue, partially offset by

better CPE revenue

• Service revenue showed a negative performance

(-2.2%) mainly due to the mobile segment impacted

by intense and continued competition not completely

offset by fixed-line service revenue growth

• EBITDA1 grew (+2.9%) with the top-line trend more

than compensated by approx. 98M€ of OPEX

synergies coupled with other general cost efficiency

initiatives

• EBITDA1 margin increased by 170 bps to 35.0%

4,067 3,977

539 553 120 96

4,726 4,626

9M 2016 9M 2017

CPE Other

Total

Service

Revenue

1,573 1,619

9M 2016 9M 2017

33.3%

35.0%

+2.9%

+170bps

-2.1%

+2.5%

1 9M 2017 EBITDA before approx. 200M€ of integration costs

-2.2%

6

Mobile – Revenue and EBITDA

1,354 1,334

9M 2016 9M 2017

34.7%

35.6%

-1.4%

+90bps

• Total mobile revenue decreased (-3.8%) as a

consequence of the decline in service revenue

(-3.0%) coupled with lower other revenue. CPE

revenue stable

• The performance in mobile service revenue was

mainly due to:

• Enduring strong competition in the market

• Lower number of customers

• “Roam like at home” negative impact

• EBITDA1 declined 1.4% mainly due to the shortage in

total revenue partially offset by synergies and other

cost optimization initiatives

• EBITDA1 margin increased by 90 bps to 35.6%

3,264 3,165

634 583

3,898 3,748

9M 2016 9M 2017

-3.0%

Other

and CPE

Total

Service

Revenue

-3.8%

1 9M 2017 EBITDA before integration costs

EBITDA1 and Margin (M€, %)

Revenue (M€) Highlights

7

Mobile performance

ARPU (€/month)

Customer base (M)

• Mobile customer base decreased due to:

• Intense and continued competitive pressure on

price

• Total market size shrinking due to the deactivation

of multi-SIM card

• Full impact of harmonization of definition rules

between the “3” and WIND brand

• Mobile ARPU at 11.3 €/month. Data ARPU +6.2% to

€ 5.9 almost completely offsetting the voice decline

31.4 29.8

9M 2016 9M 2017

Highlights

-5.1%

11.4 11.3

9M 2016 9M 2017

-0.6%

8

Mobile – Focus on internet performance

Mobile internet customer base1 (M)

Mobile internet revenue (M€)

1 Mobile internet users include customers that have performed at least one mobile internet event in the previous month

2 Mobile average data usage measured on mobile internet users

• Strong performance in internet revenue (+12.2%)

driven by increasing demand of data services

reflecting growth in data users1 and data ARPU

• Mobile internet users1 totaled 19.4 million (+1.2%),

representing more than 65% of total customer base

• Data ARPU increased (+6.2%) boosted by growth in

data usage per customer

• Average data consumption2 of active internet users

reached 3.3 GB/month, +44%

989 1,110

9M 2016 9M 2017

+12.2%

19.2 19.4

9M 2016 9M 2017

+1.2% 65% 61% Percentage

on total CB

Highlights

Data ARPU 5.6

5.9 +6.2%

9

Fixed-line – Revenue and EBITDA

EBITDA1 and Margin (M€, %)

Revenue (M€)

220 285

9M 2016 9M 2017

26.5%

32.4%

+29.7%

+590bps

• Total fixed-line revenue increased 6.0% mainly due to

other revenue growth, resulting from an adjustment of

previous years regulated tariff, together with higher

revenue from CPE as a consequence of the increased

demand for broadband modems

• Fixed-line service revenue improved by 1.2% driven

by increase in broadband revenue coming from

increase in both broadband customer base and ARPU

• Solid EBITDA1 growth of 29.7% was mainly driven by

increased revenue and synergies

• EBITDA1 margin at 32.4%, +590 bps

803 812

25 65

828 878

9M 2016 9M 2017

+1.2%

+6.0% Other

and CPE

Total

Service

Revenue

1 9M 2017 EBITDA before integration costs

Highlights

10

Fixed-line performance

Customer base (M)

• High value direct fixed-line customer base grew 1.8%

to 2.5 million

• Fixed-line ARPU at 28.0 €/month increased 3.2%,

driven by high value customer base and commercial

initiatives undertaken at the end of 2016

0.27 0.19

2.47 2.51

2.74 2.71

9M 2016 9M 2017

+1.8%

Indirect

Direct

Total

Highlights

ARPU (€/month)

27.2 28.0

9M 2016 9M 2017

+3.2%

11

Fixed-line – Focus on broadband performance

Broadband customer base and ARPU (M, €/month)

Broadband revenue (M€)

• Fixed-line broadband revenue grew 7.2% due to

increase in customer base and ARPU

• Fixed-line broadband customer base grew 2.5%

driven by increasing demand for broadband

connections and fiber take up

• Broadband ARPU +4.5% mainly driven by

commercial initiatives undertaken at the end of 2016

2.32 2.37

9M 2016 9M 2017

+2.5%

20.9

21.8

+4.5%

ARPU

432 463

9M 2016 9M 2017

+7.2%

Highlights

12

CAPEX

CAPEX (M€, %)

• CAPEX at 742M€ slightly decreased due to phasing of network

integration and modernization

Mobile

WIND and H3G networks KPIs1:

• 4G/LTE population coverage at 91.6%

• HSPA network fully deployed: 98.7% population coverage

• GSM network completed: 99.9% population coverage

• Switch off to a new integrated unique network ongoing

Fixed network and backbone

• 1,957 LLU sites: 70% direct coverage

• Solid fiber optic backbone of approximately 36,000 km

• Open Fiber agreement, already active in 13 cities, has been

extended to additional 258 Italian cities (total 271 cities)

768 742

9M 2016 9M 2017

17.4%

18.0% CAPEX

on revenue

(LTM)

Network

1 Former WIND and H3G networks are still separate for the majority of the country but KPIs are shown on an unified basis

13

P&L Highlights

M€ 9M 2016

Combined9M 2017 Change

Change

(%)Highlights

Revenue (Service rev. & CPE/HS rev.) 4,606 4,530 (76) (1.7)%

Other Revenue 120 96 (24) (19.7)%

Total Revenue 4,726 4,626 (100) (2.1)%

EBITDA before integration costs 1,573 1,619 46 2.9%

Integration costs 0 (200) (200) n.a.

EBITDA 1,573 1,419 (154) (9.8)%

Depreciation & amortization (1,177) (1,112) 65 (5.5)%

EBIT before exceptionals 396 307 (89) (22.5)%

Impairment/write off and revised useful

life on NTW assets to be dismissed0 (1,385) (1,385) n.a.

Due to revised useful lives (in line with roll-out plan) related to network

infrastructures to be modernized and to be offered to Iliad (full effect

mainly spread between 2017 and 2018)

EBIT 396 (1,078) (1,474) n.a.

Finance income 399 89 (310) (77.7)%

Finance expenses (473) (509) (36) 7.7%

EBT 323 (1,498) (1,821) n.a.

Income Tax (138) (56) 82 (59.3)%

Mainly due to 2016 higher taxble income coming from fair market value

on certain derivatives. Non cash impact effect reversed in Q4 2016

based on different tax treatmnet agreed with Tax Authorities

Net Result 185 (1,554) (1,739) n.a.

Impact mainly due to derivatives fair market valuation in 2016

14

Capital structure

1 Leverage ratio calculated on 9M 2017 LTM EBITDA before approx. 260M€ of integration costs; Full Year 2016 EBITDA before approx. 60M€ of integration costs.

2 2016 figure included 1,043M€ intercompany credit towards former WAHF and 1,717M€ intercompany loan towards former 3 Italia SpA and former H3G Italy investments sarl

3 9M 2017 figure included 1,115M€ intercompany credit towards former WAHF and 1,752M€ intercompany loan towards former 3 Italia SpA and former H3G Italy investments sarl

M€ As of

Dec 31, 2016

As of

Sept. 30, 2017 Change

Sept. 30, 2017

on LTM

EBITDA1

4 Including payment with cash in hands of approx. 435M€ for spectrum renewal/refarming occurred September the 28th; we are in the process of finalizing with a bank a non-recourse assignment of the 400M€

outstanding receivables owed by Iliad, for the spectrum blocks transferred, under which assignment, the bank would make a net payment to Wind Tre of approx. 390M€

Cash and Equivalents (603) (405) 198 (0.2x)

Bank Loan 680 680 (0) 0.3x

Net Bank Debt 78 275 197 0.1x

Senior Secured Notes 2019 150 150 0 0.1x

Senior Secured Notes 2020 5,855 5,566 (290) 2.5x

Net Bank Debt + SSN 6,083 5,991 (92) 2.7x

Junior Secured Notes 2021 4,448 4,231 (217) 1.9x

Derivatives and Other (1,301) (722) 579 (0.3x)

Total External Net Debt (excluding Intercompany Loans) 9,230 9,500 270 4.3x

EBITDA1 2,184 2,230

Total External Net Debt / EBITDA1 ratio 4.2x 4.3x 0.0x

Intercompany Loans 674 638 (36)

Total Net Debt 9,904 10,137 234

Total Net Debt / EBITDA1 ratio 4.5x 4.5x 0.0x

2 3

4 4

4 4

4

15

Gross debt breakdown and maturity profile1

1 Notional amounts. USD tranche has been converted at Cross Currency Swaps €/USD Exchange Rate

450 600

1,950 1,625

2,250

1,750 1,702

2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

M€

Average interest rate

~2.7%

Pro-Forma post October 2017 refinancing

400 700

1,413

2,475

150

420

575

1,750

2,030

2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

M€

Average interest rate

~5.5%

850 Bank Loan & SSN

5,283 Senior Secured Notes

2014/04

7.00%

2014/04 USD 2,800

M 7.38%

2013/04 USD 550 M

6.50%

2014/06

Euribor + 4.00%

2014/06

4.00%

2014/06 USD 1,900

M 4.75%

2015/03

Euribor + 4.125%

Bank Loan

Euribor + 4.25%

2013/04

Euribor + 5.25%

As of Sept. 30, 2017

3,780 Junior Secured Notes

USD SSNs 2,000 M

5.00%

Term Loan A

Euribor + 2.00%

EUR SSNs 3.125% EUR FRNs

Euribor + 2.750% EUR SSNs 2.625%

16

Key priorities

Strengthen and leverage

leadership position

• Improve network quality

• Clear brand positioning

• Simplicity and

transparency

Develop a state of the art

digital service model

• Personalized experience

• Push online services

• Best self care experience

Capture growth opportunities

beyond mobile

consumers

• Fixed/Mobile

Convergence

• B2B segment

• Ultra-broadband

services

Optimise efficiency to create a cost efficient

company

• Improve efficiency

eliminating overlaps

• Optimized network

infrastructure

• Reduce leverage

Fix the basics Differentiate Optimize

Thank you

Q & A

18

Back-up

1Q 2Q 3Q 4Q FY 1Q 2Q 3Q

Total revenue M€ 1,515 1,562 1,648 1,749 6,475 1,548 1,535 1,543

of w. Service revenue M€ 1,315 1,332 1,420 1,383 5,450 1,313 1,310 1,354

of w. CPE revenue M€ 164 199 176 303 842 196 181 175

of w. Other revenue M€ 36 31 52 64 183 38 44 14

Mobile revenue M€ 1,244 1,292 1,362 1,440 5,338 1,253 1,239 1,256

of w. Service revenue M€ 1,049 1,065 1,150 1,103 4,367 1,043 1,042 1,080

of w. CPE & Other M€ 195 227 212 337 971 210 197 176

Fixed-line revenue M€ 272 271 286 309 1,137 295 296 287

of w. Service revenue M€ 266 267 270 279 1,082 270 268 274

of w. CPE & Other M€ 6 4 16 30 55 24 28 13

EBITDA before non recurring items M€ 471 493 609 611 2,184 517 523 579

of w. Mobile M€ 404 421 528 510 1,864 429 429 477

of w. Fixed-line M€ 67 71 81 101 320 89 94 102

EBITDA Margin before non recurring items % 31.1% 31.5% 37.0% 34.9% 33.7% 33.4% 34.0% 37.5%

of w. Mobile % 32.5% 32.6% 38.8% 35.4% 34.9% 34.2% 34.6% 38.0%

of w. Fixed-line % 24.8% 26.4% 28.3% 32.6% 28.1% 30.1% 31.7% 35.6%

Mobile ARPU €/month 11.0 11.2 12.0 11.4 11.4 11.0 11.2 11.8

Fixed-line ARPU €/month 27.3 26.9 27.3 28.8 27.6 28.1 27.6 28.4

2016 2017

19

Disclaimers

Important notice

It should be noted that after the completion of the joint-venture between VEON Ltd (formerly VimpelCom Ltd) and CK Hutchison

Holdings Ltd for the integration of their activities in Italy, WIND and 3 Italy, the two operating companies WIND Telecomunicazioni SpA

and H3G SpA had been merged on December 30, 2016, incorporating the former into the latter, with a simultaneous change of

Company name in WindTre SpA., and therefore no corresponding information from the previous year is available.

However, for comparison purposes for 2016, combined financial data has been prepared to simulate, according to evaluation criteria

consistent with those used by the company and compliant with the relevant legislation, the main economic effects as if the Merger had

been consummated at the beginning of the period to which the combined information presented refers.

Forward-looking statements

This document contains predictions of events and future results of Wind Tre that are based on the current expectations, estimates and

projections regarding the sector in which the company operates and on the current opinions of its management. These elements have

by their nature a component of risk and uncertainty, because they depend on future events taking place. It should be noted that the

actual results may differ significantly from those announced due to a multiplicity of factors, including: global economic conditions,

competition impact, and political, economic and regulatory developments in Italy.

Investor relations department ir@windtre.it

+39 02 3011 3510

+39 06 83 111