The Nationwide Builder of Gigabit Cities

2015 Financial Results

April 2016

CityFibre organic project: Edinburgh Metro Network

Financials

KPIs

• Connected customer premises +36%, to 1,200 (2014: 885)

• Route KMs of ducted metro fibre +37%, to 743 (2014: 543)

• Service provider relationships expanded to 41, from 25 in 2014

• Three new city wins – Edinburgh, Glasgow and Newport

Post period

highlights

3

2015 Results Overview

- Former KCOM Metro City

- LDN interconnect POPs- CityFibre Metro City

• Sales of 1,110 connections for TCV of £23.2m (+109%)

• Turnover up +67% Year on Year to £6.4m

• Gross margin further expanded to 86%

• Turned the corner on EBITDA, -£2.9m vs. -£3.6m in 2014

• Closed £90m acquisition of KCOM’s 24 city metro duct/fibre network and 1,100 km national network

• Closed £180m financing (£80m placing, £100m debt)

• 2500+ connections and £37.5m TCV added YTD (£12.5m organic)

• EBITDA positive in Q1 2016 and continuing upward trajectory

Acquired footprint: Bristol Metro Network

5

Transformational Acquisition

CityFibre: York KCOM: Leeds

- KCOM Metro City, total route length 1,100km- 1,100 km LDN is interconnected to major data centres

KCOM acquisition established scale:

• £90m acquisition of 2,200 km of national fibre assets – 21 new cities

• KCOM anchor contract, 15 year term, £5m per annum

Leveraging our position as a national infrastructure:

Financial resources to drive growth:

• January 2016 – closed £80m equity and £100m debt facility

• Fully funded for a 50 city metro footprint – c.20% coverage of the UK

• Accelerated rollout:• Footprint expansion accelerated by 5 to 7 years

• Our wholesale model is now available across 37 cities

• CityFibre now in 24 of the top 30 cites outside of London

• A large scale alternative to BT Openreach:• Estimated reinstatement value of combined assets >£200m

• Attractive to national providers with expanded footprint

• Potential for FTTP rollout to business parks across expanded footprint

• Enabler for larger scale mobile FTTT and consumer FTTH rollouts

• Quickly commercialising assets:• Focus on launching new Gigabit Cities on acquired assets

• 450 circuits added in first 90 days since close

• First capacity sale on the LDN

• Ofcom’s Strategic Review of Digital Communications (DCR), published February 2016, sets a new path for regulation:

Greater investment in pure fibre networks

Competition to BT Openreach, and the encouragement of

third party infrastructure (in addition to BT and Virgin)

Greater access to BT’s ducts and poles (DPA, PIA)

• BCMR – mandating Dark Fibre from BT, pricing under review, with potential appeal or challenge possible

Ofcom regulatory reviews

Supportive market dynamics

Market Backdrop

• As a specialist fibre infrastructure builder and integrator, we are ideally placed to take advantage of DPA, using BT’s ducts to

supplement CityFibre’s own ducted infrastructure, potentially

lowering deployment costs

• BT’s acquisition of EE will motivate its competitors to seek alternative infrastructure solutions

• The “Gigabit City” phenomenon is building momentum worldwide – in the UK, CityFibre is the recognised leader

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Exab

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onth

Global IP traffic: 23% CAGR between 2014 – 2019

The UK’s fibre infrastructure lags behind other countries

Source: CityFibre, Cisco VNI

Source Ofcom 2015

• Global IP traffic will increase 3x in the next 5 years

• Global mobile data will grow 3x faster than fixed IP traffic

• Metro traffic will account for 66% of total IP traffic by 2019

• UK fibre connectivity continues to lag behind

• BT has limited desire to invest in fibre to the premises

• Problem is magnified outside London

Recapping Our Model

Low Risk Deployment Strategy, Well-Planned City Design Principle

Network gross margin >90%Model to drive high recurring

revenue yield

Payback on incremental capex

c.2 years

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Consumer

FTTHConsumers with 100Mbps+symmetrical internet access

Sites connected

at maturity

950 – 1,200

Mobile

Total Metro area

75 – 1003G, LTE, 4G backhaul,data centres

Business 575 – 700SME with Gbps site to siteand internet services

Public Sector 300 – 400Core network, Public Sector anchor client, schools, colleges, universities, public health

Metro Cities

Shared Infrastructure

Addressable Public

Sector Sites

(Cumulative)

Addressable

Businesses

(Cumulative)

Addressable Mobile

Sites (Cumulative)

Macro Cells [Small Cells]

Addressable Homes

(Cumulative)

37 Cities 26,000 260,000 7,400 [22,000] 3,700,000

50 Cities 35,000 350,000 10,000 [30,000] 5,000,000

Partners

Accelerating the ‘Gigabit City’ Rollout

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Focus on commercialization - growing partners and revenues across metro assetsPlatform for FTTH

expansion

• Up to 10 Gigabit City Launches on new assets in 2016• Bristol – 100 connections sold• Leeds/Bradford – 350 connections sold

• Standard products and pricing to be released across entire footprint

• FTTP business park solution being reviewed

Gigabit City commercialisation underway: ISP partner expansion underway:

- New Partner Targets- Current Partners

2541 41 41 41

931

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Aiming to grow to 100 service provider

relationships by 2018

Commercialisation of KCOM Assets and Greenfield Build

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Bristol – 100 connections committed

Reading to Slough – first sale on the national core

• Gigabit City launch partner Triangle Networks committing to a minimum of 100 connections

• Six-year contract, TCV £1.5m, limited incremental build required

• 15-year IRU, first capacity sale on the national long distance network

• TCV of £2.3m, limited incremental capex

Leeds-Bradford – 350 connections committed

• Local ISPs Exa Networks and Diva Telecom committing 250 and 100 sites, respectively

• Six-year contracts, combined TCV £4.9m, good coverage and limited incremental capex

• 10-year contract covering 120 connections over a 50km network build

• Direct procurement by the council, £3.2m TCV, high capex coverage

Southend-on-Sea (greenfield build)

2015 Financial Results

(Year to 31 December) 2015 2014 YoY

Turnover 6.4 3.8 67%

Cost of sales (0.9) (0.6) 56%

Gross profit 5.5 3.3 68%

Gross margin 86.1% 85.2% 0.9%

Administrative expenses (11.7) (10.7) 9%

Operating loss (6.2) (7.5) -17%

Net financials and associates (0.2) 0.4 n.m.

Pre-tax loss (6.4) (7.1) -9%

Adjusted EBITDA (2.9) (3.6) -20%

2015 Financial Review

Profit and loss (£m)

(As at 31 December) 2015 2014 YoY

Net PP&E 44.0 31.8 38%

Trade and other receivables 6.0 3.7 61%

Cash, equivalents and deposits 9.7 33.2 -71%

Total assets 61.4 70.1 -12%

Total liabilities 17.6 20.3 -13%

Total equity 43.8 49.9 -12%

Network capex (13.8) (4.5) 207%

Operating cash outflow (5.4) (3.6) 51%

Balance sheet and cash flow (£m)

Revenue growth driven by full year effect of a number of early

projects and contributions from new anchor city projects.

Revenues from the business vertical improved by £1.0m

Gross margin expansion of 0.9% reflects profitability of new

business

Non-cash and non-recurring costs of £3.2m primarily relating to

depreciation, share-based payments and KCOM transaction

Normalised administrative costs +22%, reflecting business

expansion

Capex of £13.8m split 83% new Gigabit Cities/17% incremental

business on existing assets

Post transaction close added £90m in PP&E, Q1 cash position

£23m

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-3.0 -3.6 -2.9

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2013 2014 2015 Consensus 2016

Revenue Adj. EBITDA

Key Performance Indicators

Contract value added (£m) and connections sold (RHS) per year

Service provider relationships

Total route fibre and duct kilometres* Connected customer premises**

• 2015 including full lifetime value of Edinburgh PSN (£16m) was £61.6m

• YTD 2016 including KCOM at full 15-year term (£75m) is £139m

• Even on a conservative view, cumulative TCV now >5x larger than at IPO

• Very strong visibility on full year revenue expectations

• Expanding network of local and national service providers

• Call-offs under MSAs with Vodafone and MBNL

• Scope shifting toward large service providers covering multiple cities

• 37% organic footprint growth in 2015, further 14% in Q1

• Pro forma metro footprint now 8.0x larger than at IPO

• Scale is now a key driver of incremental revenues

• 36% organic growth in 2015, 8% sequential growth in Q1 2016

• Pro forma connections more than 10x greater than at IPO

• Average 2.4 connections per kilometre across expanded metro footprint

Cumulative contract value trend (£m)

• 109% YoY growth in 2015 via new city wins and incremental sales

• Significant wins in Glasgow and Edinburgh

• £12.5m added YTD on existing footprint plus new Southend anchor

• Q1 added KCOM minimum commitment - £25m over five years

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FY 2013 FY 2014 FY2015 YTD

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16.928.0

51.288.7

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100

FY 2013 FY 2014 FY2015 YTD

284 543 743 2150

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FY 2013 FY 2014 FY2015 YTD Pro forma

£5.7 £11.1

£23.2

£37.5

130755

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FY 2013 FY 2014 FY2015 YTD

465 8851200

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*YTD pro forma Includes 1,100km LDN and metro projects under construction **YTD pro forma Includes anchor contracts under construction, incremental sales and acquired KCOM sites

Metro

Longer term accelerators

Leeds Network

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Continued Strategic Focus on Mobile and FTTH

Contracts are in place:

• Vodafone Master Services Agreement

• MBNL/3/EE National Framework Agreement

• 3/02 merger review nearing conclusion

• CityFibre have delivered first dark fibre to the tower solution ever for MBNL/3/EE in Hull – a major success

National coverage today:

• 37 cities with addressable footprint of >7,000 sites

• National long distance network unlocks more value

- Cornerstone- MBNLMobile sites overlaid on Leeds metro network

Mobile backhaul remains a strategic focus

Leeds Network

Revolutionary FTTH trial via JV with Sky and TalkTalk:

• First commercial FTTH deployment with UK major ISPs

• Viable build economics have been proven by

• Using CityFibre’s pre-built metro network in York as the backbone

• CityFibre’s Reference Design, IPR developed over 5 years, is critical for efficient deployment

• Sky and TalkTalk actively marketing to consumers, UFO brand

CityFibre an enabler and accelerant for scale FTTH rollout

• Current metro footprints covering nearly 4m homes have

capacity and reach to support scale FTTH today

• Large percentage of non-Virgin footprint covered

• 75 specialist staff plus supply chain of over 400 contractors

dedicated to network design and construction across the UK

50 city plan gives coverage to c.5.0m addressable homes

(c.20% of UK households)

FTTH rollout can scale based on our metro footprint

Summary

FY 2015 • Strong organic growth in connections and long term contracts

• High revenue growth and turned the corner on EBITDA losses

• Acquisition establishes CityFibre across 37 cities in the UK

Year-to-date • £80m in equity raised plus £100m in committed debt facilities

• 450 connections sold on the acquired footprint in under 90 days

• First capacity deal on the national core network

• £37.5m TCV added across our expanded footprint including 1900+

connections and a £25m minimum revenue commitment from KCOM

Outlook • Up to 10 Gigabit City launches on the acquired footprint this year

• 75 specialist staff and over 400 subcontractors for design and deployment

• High visibility on revenue expectations for the full year

• Fully funded for roll-out to 50 cities in the medium term

• EBITDA positive in Q1 and expected for the full year

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Disclaimer

Purpose

The sole purpose (“the Purpose”) of this presentation (the “Presentation”) is to provide information on CityFibre Infrastructure Holdings Plc (“CityFibre” or “the Company”) and its subsidiaries (together “the Group”). This Presentation and the contents of it do not, and are not intended to, constitute an offer for sale, prospectus, invitation to subscribe for or purchase or otherwise acquire, shares or other securities in the Company.

Verification of information

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Forward Looking Statement

Certain statements made in this presentation are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections about its industry, its beliefs and assumptions. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the Company’s control are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These factors include, amongst others, technology risks, including dependence on core technology, fluctuations in results, dependence on new product development, rapid technological and market change, reliance on sales by others, management of growth, dependence on key personnel; rapid expansion; financial risk management and future growth subject to risks. The Company cautions recipients of this presentation not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this presentation. The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.