Strategy & Operations

e& and Vodafone form strategic relationship across Europe, the Middle East, and Africa

11 May 2023

Abu Dhabi, UAE : e& and Vodafone Group Plc (“Vodafone”) today announced that they have agreed to a strategic relationship that will bring the two operators closer together in certain aspects of their businesses.

 As part of this strategic relationship, e& and Vodafone have entered into a relationship agreement that establishes e& as a cornerstone shareholder of Vodafone (the “Relationship Agreement”). This is the next phase in a strategic relationship that began in May 2022, when e& made its original investment in Vodafone.

The strategic relationship also enables collaboration across a broad range of growth areas, as e& and Vodafone may be able to benefit from each other’s respective operational scale and complementary geographic footprint. The key areas of commercial collaboration that e& and Vodafone will initially pursue include:

• In Enterprise, e& and Vodafone will explore jointly offering cross-border digital services and solutions to multi-national customers and public sector organisations. Services will include fixed and mobile connectivity, Mobile Private Networks, IoT, cybersecurity, and cloud-based services.

• In Procurement, e& and Vodafone will seek to share best practices and may adopt joint procurement.

• In Carrier, Wholesale & Roaming, the two operators will work together to become the partner of choice in providing access to high-quality digital infrastructure.

• In Technology, both teams will seek to work together on a technology roadmap, including the evolution and adoption of OpenRAN.

Under the terms of the Relationship Agreement, the Group Chief Executive Officer of e&, will join the Vodafone Board as a non-executive Director (the “e& Nominee”), for as long as e& maintains its current shareholding of 14.6%. e& will also have the ability to nominate a second non-executive Director (the “Independent Nominee”), independent of e&, if its shareholding exceeds 20% (subject to certain adjustments while regulatory approvals are outstanding). These appointments are subject to receipt by e& of the required regulatory approvals.

Other terms of the Relationship Agreement are summarised below.

Hatem Dowidar, Group Chief Executive Officer of e&, said: “Our investment in Vodafone is anchored by Vodafone Group's established position and worldwide reputation as a prominent industry player that provides cutting-edge connectivity and digital services. This aligns with e&'s vision of becoming a global telecom and technology player.”

“We extend a warm welcome to Margherita Della Valle as Vodafone's newly appointed Group Chief Executive Officer, and we have full confidence in her leadership abilities to steer the company toward growth. We are convinced that our strategic relationship will unlock opportunities for both companies to explore the swiftly expanding global telecom market and next-generation technologies.”

Margherita Della Valle, Vodafone Group Chief Executive, said: “We know e& well, and I’m delighted we will strengthen our existing relationship through this strategic relationship. This will allow us to capture efficiency-enhancing opportunities in our respective markets and brings additional telecoms experience to our Board.”

Relationship agreement key terms

The Nominees

• Both the e& Nominee and the Independent Nominee (the “Nominees”) may be replaced from time to time by e&, subject to certain procedures agreed in the Relationship Agreement.  They shall also be subject to annual (re-)election by Vodafone’s shareholders.

• The e& Nominee shall be appointed to the Nominations and Governance committee. The Nominees will be entitled to be appointed to other committees of the Board on the same basis as other non-executive directors but will not be entitled to be appointed to the Audit and Risk Committee or the Remuneration Committee for so long as their appointment on such committees would not be in compliance of the UK Corporate Governance Code and/or the Nasdaq Listing Rules applicable to Vodafone.

• The appointment of the Nominees will be terminated if e& falls below the relevant shareholding thresholds applicable to each Nominee, the Relationship Agreement is terminated or, subject to the terms of the Relationship Agreement, if they fail to comply with applicable law or are removed from office by the shareholders.

Standstill, lock-up, and corporate actions

Subject to certain customary exceptions, e& undertakes to:

• not acquire any interests in Vodafone’s shares which would result in it and its affiliates having an interest exceeding 24.99%;

• not dispose of Vodafone shares for two years (save for a maximum of 3% of Vodafone’s shares during each twelve-month period); and

• refrain from taking certain other public actions, including requisitioning a shareholder meeting or proposing any resolution to be put forward at a shareholder meeting.

Public statements, confidentiality, and information sharing

• e& and Vodafone have agreed to certain mutual non-disparagement provisions in relation to public statements about the other party and their respective affiliates, or current or former directors, officers or employees.

• e& will be subject to customary confidentiality obligations.