QWOCV .Esw N03 4 O. 90% population coverage 40% High speed fibre backbone 38% 55% 60% Own cable network passing c.200k homes TV over fibre, cable and satellite (1) 5 Consumer Wholesale Enterprise Mobile Fixed As at 31 March 2016. Market position based on connection numbers as at 31 December 2015 and information in the New Zealand Commerce Commission Annual Telecommunications Report 2015 (published 26 May 2016); (2) Owned via Vodafone Europe B.V.; (3) Vodafone figures recalendarised to June year end to align to SKY's fiscal year end. The forecast and pro-forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro-forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements CREATING A LEADING INTEGRATED PLAYER CAPABLE OF DELIVERING THE BEST CONTENT ACROSS ALL PLATFORMS AND DEVICES Content Distribution Customers The best premium content Complete, Complete , at scale mobile, fixed and TV distribution platform More than 3.7 million aggregate mobile connections, fixed connections and television subscribers SANZAR NZ CRICKET FIFA RIO 2016 NETBALL 6 NRL HBO SHOWTIME DISNEY WARNER VILLAGE UNIVERSAL BROS ROADSHOW A-LEAGUE F1 21CF SONY MGM PARAMOUNT BBC 98% Mobile network population coverage >1m Households served >90% Mobile 4G population coverage #1 Mobile connections 100% Addressable fixed connections coverage (copper/fibre/HFC) #1 TV subscribers #2 Fixed connections 100% 100% TV coverage with satellite and terrestrial SIGNIFICANT POTENTIAL FOR PACKAGING PRODUCTS (1)(2) New Zealand triple play underpenetrated relative to other markets(1)(2) 60% 40% 20% 7 Spain Australia New Zealand US UK Netherlands France Singapore 0% Source: Ovum 2015. Company websites (1) Penetration as at May 2014 calculated as percentage of NZ households connected to a triple-play broadband package. Triple-play broadband package consists of fixed-line broadband, fixed-line voice and pay television services, where the package must be sold as a single offering (2) Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements DRIVING DIGITAL PRODUCT INNOVATION, IMPROVING THE CUSTOMER EXPERIENCE Fibre delivered TV(1) • New Zealand is one of the fastest growing fibre markets in the OECD • Ability to utilise new technologies for seamless viewing experience (1) 8 (2) Connected homes(1) • Ability to deliver world class connectivity and service • Ability to develop new entertainment propositions Mobile delivered video(1) • Vodafone has the largest mobile base in New Zealand, with over 2.35m mobile connections(2) • Personalised video experience, anywhere, anytime Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements As at 31 March 2016 COMBINATION OF CONTENT AND PLATFORM PROVIDES SIGNIFICANT REVENUE SYNERGIES Cross-marketing of services between Vodafone NZ and SKY Drive increased penetration of subscription television Make content available as widely as possible and across more delivery platforms Develop new products that have greater appeal to customers (1)( 2) ~$435m ~$435m NPV(1)(2) Additional synergy opportunities via monetisation of entertainment content on mobile devices (1) (2) 9 The NPV figures represent the net present value of the post-tax cash flows from future benefits expected to be captured after deducting any costs associated with achieving those benefits and assume that such benefits will continue to be delivered on an ongoing basis. Calculated assuming post-tax weighted average cost of capital of 8.00%, tax rate of 28% and terminal value based on a terminal growth rate of 1.0%. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements Equivalent to $0.55 per share. Note that this amount per share solely represents the estimated aggregate post-tax NPV amount of the synergies divided by 794.2m shares (being the expected number of shares on issue following completion). This amount does not equate to, and should not be read or taken as, an indication of any additional or increased share value or an indication of any likely movement or appreciation of the price or value of the shares SIGNIFICANT COST AND CAPITAL EXPENDITURE SYNERGIES Rationalisation of overlapping functions Utilisation of Vodafone NZ’s technical and network capabilities Sales and marketing efficiencies Access feature rich and lower cost set top boxes Reduce satellite capacity over the medium to long-term with the shift to fibre ~$415m ~$415m NPV(1)(2) (1) (2) 10 The NPV figures represent the net present value of the post-tax cash flows from future benefits expected to be captured after deducting any costs associated with achieving those benefits and assume that such benefits will continue to be delivered on an ongoing basis. Calculated assuming post-tax weighted average cost of capital of 8.00%, tax rate of 28% and terminal value based on a terminal growth rate of 1.0%. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements Equivalent to $0.52 per share. Note that this amount per share solely represents the estimated aggregate post-tax NPV amount of the synergies divided by 794.2m shares (being the expected number of shares on issue following completion). This amount does not equate to, and should not be read or taken as, an indication of any additional or increased share value or an indication of any likely movement or appreciation of the price or value of the shares LEVERAGING VODAFONE GROUP’S GLOBAL CAPABILITIES Multi-market expertise Purchasing power Fixed / Mobile / TV integration experience Mobile >460m customers ~$18.2bn capex last year(1) Vodafone Group sourced handset Mobile network Fixed network Global connectivity Fixed and TV >13.4m fixed customers >9.5m TV customers Smartphone Modem STB Roll out of new, transformational TV platform (including in NZ) 11 (1) Total capex for Vodafone Group as per Annual Report 2016. Capex defined as aggregate of property, plant and equipment additions and capitalised software costs VODAFONE HAS A PROVEN TRACK RECORD OF CREATING VALUE IN PUBLICLY LISTED COMPANIES Vodafone ownership: 65% Vodafone ownership: 40% IPO date: 18-May-2009 IPO date: 09-Jun-2008 + 252% Total value creation since IPO(1) +160% Total value creation since IPO(1) 20 180 +180% 160 16 14 KES 140 ZAR +131% 18 120 12 10 100 8 6 80 4 60 40 May-09 12 2 Sep-11 Jan-14 May-16 0 Jun-08 Feb-11 Oct-13 May-16 Source: Company filings, Bloomberg, Factset (1) Value creation represents share price appreciation and dividends paid since IPO date in local currency. +119% for Vodacom and +66% for Safaricom converted to US dollar at relevant dates TRANSACTION VALUATION • Vodafone NZ acquired for $3,437m Enterprise Value (cash and debt free) • Issue of new SKY shares to Vodafone corresponding to a 51% shareholding in the Combined Group and a cash payment by SKY of $1,250m Shares issued at a premium(2)(3) Relative valuation metrics(1) EBITDA FY2017E EBITDA – Capex FY2017E 12.3x 12.5x 12.3x Issue price: $5.40 +21% $4.47 8.0x 7.1x Fair valuation for SKY and Vodafone NZ 13 (2) (3) $4.25 7.5x Spark (1) +27% Spark Spot price 1 mth VWAP New SKY shared issued at $5.40 per share, representing a 21% premium to last close of $4.47(2) and a 27% premium to 1 month VWAP of $4.25(2)(3) SKY and Vodafone NZ multiples based on transaction values. Spark multiple based on share price as of 7 June 2016 and reported net debt as at 31 December 2015 adjusted for dividend paid during April 2016 Based on NZX Main Board data as of 7 June 2016 1 month VWAP calculated over the period from 8 May 2016 to 7 June 2016 on the NZX SIGNIFICANT POTENTIAL VALUE CREATION FOR SKY SHAREHOLDERS Free cash flow accretive(1)(2) Realisation of synergies(2)(3) Underlying Free Cash Flow per share (prior to synergies) SKY 34.7 cents Estimated NPV of synergies Combined Group +8% ~$435m ~$850m 37.5 cents ~$415m FY 2017E SKY standalone FY2017E Combined Group • Transaction accretive to Underlying Free Cash Flow per share on a pro-forma FY2017E basis (prior to synergies) (1) (2) (3) (4) 14 Revenue synergies Cost / capital expenditure synergies (net) Total potential synergies • Cost, capital expenditure and revenue synergies have potential to provide ~$850m of NPV benefits(4) The forecast and pro-forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro-forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements. The NPV figures represent the net present value of the post-tax cash flows from future benefits expected to be captured after deducting any costs associated with achieving those benefits and assume that such benefits will continue to be delivered on an ongoing basis. Calculated assuming post-tax weighted average cost of capital of 8.00%, tax rate of 28% and terminal value based on a terminal growth rate of 1.0% Equivalent to $1.07 per share. Note that this amount per share solely represents the estimated aggregate post-tax NPV amount of the synergies divided by 794.2m shares (being the expected number of shares on issue following completion). This amount does not equate to, and should not be read or taken as, an indication of any additional or increased share value or an indication of any likely movement or appreciation of the price or value of the shares FUNDING IMPACT AND DIVIDEND POLICY Funding impact Dividend policy(3) • Pro-forma FY2016E Net Debt / Underlying EBITDA of 2.0x • Payout ratio policy of 85-100 % of Free Cash Flow • Debt facilities of up to $1.8bn provided by a subsidiary of Vodafone Group on attractive market terms • SKY has right to refinance from alternative source Standalone (as at 30 June 2016) Combined Group (as at 1 July 2016) Net Debt 325 1,575 EBITDA(2) 336 789 Net Debt / EBITDA(2) 1.0x 2.0x (1) 15 (2) (3) – Underlying performance – Current and future capital needs – Maintenance of appropriate and efficient balance sheet • Dividends expected to be fully imputed Pro-forma leverage(1) $m • Dividend payout subject to: • Assuming an illustrative 1 July 2016 completion date, 85-100% payout implies a dividend of between 31.9 cents and 37.5 cents per share for the FY2017E period (based on pro-forma Free Cash Flow per share of 37.5 cents for FY2017E) The forecast and pro-forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro-forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements. FY2016E Underlying EBITDA Further information will be contained in the Notice of Meeting and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016 GOVERNANCE AND MANAGEMENT • 5 directors from SKY to remain on the board – Peter Macourt to remain as Independent Chairman – 3 other independent directors – John Fellet (current CEO of SKY) Combined Group Board • 4 directors from Vodafone to join the SKY Board – Serpil Timuray (Regional CEO Africa, Middle East and Asia-Pacific) – John Otty (Regional CFO Africa, Middle East and Asia-Pacific) – Phil Patel (Regional Commercial Director, Africa, Middle East and Asia-Pacific) – Russell Stanners (current CEO of Vodafone NZ) • Russell Stanners to be appointed CEO of the Combined Group Combined Group management • John Fellet to be appointed CEO of Media and Content, reporting to Russell Stanners • Remainder of management team to be drawn from existing SKY and Vodafone NZ teams Vodafone shareholding and escrow 16 • Certain restrictions on Vodafone increasing interest to above 51% • Vodafone shares escrowed (subject to lock-up restriction) until Combined Group results released for FY2017 TRANSACTION PROCESS 9 June 2016 • Announcement of proposed transaction Week beginning 13 June 2016 • Notice of Meeting and Explanatory Memorandum expected to be made available Early July 2016 • SKY special meeting of shareholders September 2016 • SKY entitled to pay a final dividend of up to 15 cents, subject to Board’s assessment of underlying performance, current and future capital needs and the maintenance of an appropriate and efficient balance sheet (Vodafone is not entitled to this dividend) • Anticipated receipt of regulatory approvals and clearances • Anticipated completion of proposed transaction Around the end of 2016 31 March 2017 • SKY entitled to pay a dividend to SKY shareholders prior to completion (2.5 cents for each calendar month between 1 October 2016 and completion), subject to Board’s assessment of underlying performance, current and future capital needs and the maintenance of an appropriate and efficient balance sheet (Vodafone is not entitled to this dividend) • Combined Group able to pay a dividend such that aggregate dividend paid within the six month period ending 31 March 2017 will be up to 15 cents, subject to Board’s assessment of underlying performance, current and future capital needs and the maintenance of an appropriate and efficient balance sheet (Vodafone is entitled to this dividend) • Unanimous recommendation from the Board of SKY • Independent adviser concluded that “Sky TV shareholders will clearly be better off if the Proposed Transaction proceeds than if Sky TV continues as a standalone entity” and that “the price and terms of the Share Issue are fair”(1) 17 Note: Timetable is indicative only and subject to change (1) Note that these are only some of the conclusions reached by Grant Samuel and it is recommended that you read the summary report to be attached as Appendix One of the Notice of Meeting and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016 APPENDIX 6 vodafone GROWING MOBILE DATA CONSUMPTION PARTLY DRIVEN BY VIDEO Growing mobile data consumption… …driven by digital video consumption New Zealand mobile data usage, MB per month per connection(1) Global mobile data traffic by application, Total petabytes / month, % of total traffic (2) 5,327 450 400 350 48% OTT video 52% Other 300 3,160 250 43% 200 1,967 150 1,130 100 617 50 282 25% 75% 0 2010 18 (1) (2) 2011 2012 2013 2014 2015 2010 29% 71% 2011 41% 32% 57% 59% 68% 2012 2013 2014 Source: NZ Commerce Commission Annual Telecommunications Report (2015) Source: Ericsson Mobility Report 2015: Other applications inclusive of audio, encrypted, file sharing, software download and update, social networking and web browsing 2015 KEY TERMS OF PROPOSED TRANSACTION Proposed transaction to be implemented through a Sale and Purchase Agreement, as summarised below: • 405m(1) new SKY shares at $5.40 per share to Vodafone, giving Vodafone 51% ownership of Combined Group Consideration • $1,250m cash payable by SKY at completion • Cash payment subject to certain adjustments • Vodafone NZ acquired cash and debt free Funding • Debt facilities of up to $1.8bn, available through Vodafone Overseas Finance Limited • Right to refinance from alternative source • SKY shareholder approval (requires 75% of votes) Conditions • Regulatory approvals and clearances (OIO consent and NZ Commerce Commission clearance) • Conditions precedent to new debt from Vodafone Overseas Finance Limited being satisfied • No material adverse change or prescribed breach event occurring in respect of either SKY or Vodafone NZ Subject to Board’s assessment of current and future capital needs and the maintenance of an appropriate and efficient balance sheet: • SKY entitled to pay dividend of up to 15 cents during September 2016 Near-term dividends • If completion occurs before 31 March 2017, SKY entitled to pay dividends of 2.5 cents for each calendar month between 1 October 2016 and completion • Post completion, SKY also able to pay a dividend such that the aggregate dividend paid within the six month period ending 31 March 2017 will be up to 15 cents • Vodafone will only be entitled to dividends paid post completion Vodafone Services Agreement 19 (1) • SKY has, with independent advice and in conjunction with Vodafone NZ, agreed terms of services agreements to support the ongoing operation of Vodafone NZ Assuming the number of SKY shares on issue immediately prior to completion is the same as today Key metrics Cash flows Debt Profit & loss COMPENDIUM OF FINANCIAL AND OPERATING MEASURES In NZD million Total Revenue Total operating expenses Underlying EBITDA (1) One-off items included in operating expenses EBITDA (1) Depreciation and amortisation(2) Amortisation of acquired intangibles(4) Impairment EBIT(1) Finance costs, net(5) Profit before tax Income tax expense(6) Profit for the year Net Interest Bearing Debt(1) Net Interest Bearing Debt / Underlying EBITDA(1) Underlying EBITDA(1) Working capital and other(8) Underlying Cash Generated From Operations(1) Underlying Capital Expenditure(1)(2) Underlying Operating Free Cash Flow (1) Interest paid Income tax paid Underlying Free Cash Flow (1) One-off items included in operating expenses Adjustment to capital expenditure Integration capital expenditure Free Cash Flow (1) Shares on issue (millions) Underlying Free Cash Flow per share (cents) Underlying Earnings Per Share (cents) % Underlying EBITDA margin % Underlying Capital Expenditure / revenue % Underlying Operating Free Cash Flow / revenue Mobile customers (‘000’s) Fixed line customers (‘000’s) Media and Entertainment subscribers (‘000’s) Pre-pay mobile ARPU ($ / month) Post-pay mobile ARPU ($ / month) Media and Entertainment ARPU ($ / month) Vodafone NZ Group Pro forma Pro forma historical prospective PFI Historical 30 June 30 June 30 June 30 June 2015 2016 2017 2015 ("FY2015A") ("FY2016E") ("FY2017E") ("FY2015A") 1,960 1,999 2,024 928 1,497 1,545 1,543 548 463 453 481 380 18 2 445 453 479 380 370 319 298 109 19 16 13 11 56 119 169 261 463 (19) 483 316 167 453 27 427 238 189 481 9 472 206 266 380 10 370 116 254 389 24% 16% 9% 2,346 507 23% 12% 9% 2,352 509 24% 10% 13% 2,385 523 12.9 60.5 12.6 55.4 12.8 51.4 41% 12% 27% 852 79.5 SKY Group Adjustments and eliminations Combined Group Pro forma Pro forma Pro forma Pro forma Pro forma prospective PFI historical prospective PFI historical prospective PFI 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 2016 2017 2015 2016 2017 2015 2016 2017 ("FY2016E) ("FY2017E") ("FY2015A") ("FY2016E) ("FY2017E") ("FY2015A") ("FY2016E) ("FY2017E") 927 920 (20) (22) (30) 2,868 2,903 2,914 591 615 (20) (22) (30) 2,025 2,114 2,128 336 305 843 789 786 11 9 2 18 11 13 325 296 (2) 825 779 774 100 101 479 418 399 84 19 16 97 11 226 195 (86) 317 345 278 18 54 71 177 (140) 207 52 (39) 62 125 (100) 145 325 295 1,250 1,250 1,575 1,544 1.0x 1.0x 2.0x 2.0x 336 305 843 789 786 (6) (4) (9) 21 5 342 309 852 769 782 105 108 431 343 314 237 201 421 426 467 18 72 48 97 135 298 9 13 (21) (21) 38 147 269 389 389 405 794 34.7 37.5 33.8 28.2 36% 33% 29% 27% 27% 11% 12% 15% 12% 11% 26% 22% 15% 15% 16% 2,346 2,352 2,385 507 509 523 833 845 852 833 845 12.9 12.6 12.8 60.5 55.4 51.4 78.7 78.6 79.5 78.7 78.6 Note: The prospective and pro forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the prospective and pro forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements. 20 (1) (2) (3) (4) (5) Non-GAAP financial measures (6) Excluding amortisation of acquired intangibles and impairments Excluding integration capital expenditure (7) Acquisition adjustments and amortisation of Telecommunications acquired customer base Finance costs, net estimate for SKY Group in FY2016E not disclosed in the EM (8) Income tax expense calculated at 28% of Profit before tax for SKY Group in FY2016E (not disclosed in the EM) Adjustments relate to the one-off operating expenses and non-cash amortisation of acquired intangibles, which is tax effected at 28% For Vodafone NZ Group, calculated as difference between Combined Group and SKY Group. For SKY Group, calculated as the difference between Underlying Cash Generated From Operations and Underlying EBITDA KEY FINANCIAL ASSUMPTIONS The assumptions below are a summarised version of the key assumptions underlying the FY2017E Combined Group forecasts. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro forma financial and nd information. SKY and Vodafone NZ reserve the right to change all financial information before issuing the Notice of Meeting a Explanatory Memorandum. Deal metrics / mechanics: • Transaction assumed to occur on 1 July 2016. Whilst the actual completion date may be later than this, the 1 July 2016 date was selected so as to present a full 12 month PFI period • Acquisition value of Vodafone NZ of $3,437m, satisfied with cash consideration of $1,250m and shares issued to Vodafone Group of $2,187m (shares issued at $5.40 per share) • Treated as a reverse acquisition for accounting purposes (Vodafone NZ acquiring SkyTV) as Vodafone Group will acquire a controlling interest in SkyTV as a consequence of the Proposed Transaction • As a result, the fair value on acquisition of SkyTV will result in value attributed to SkyTV’s brands ($67m) and customer relationships ($354m), a related deferred tax liability ($118m), and the remainder of the intangible value being attributed to goodwill ($1,872m). These values are preliminary only, and will be assessed formally following Completion • Vodafone NZ’s forecasts have been normalised to present 30 June financial years consistent with SkyTV’s financial year (as Vodafone NZ’s underlying financial year is 31 March) and to restate the Vodafone Group charges for the new Vodafone Services Agreements that have been agreed FY2017EForecast Assumptions: The Combined Group will consist of two segments – ‘Media and Entertainment’ and ‘Telecommunications’. Media and Entertainment (SkyTV) • Revenue: − Total subscriber numbers growing from 832.5k at 30 June 2016 to 845.1k at 30 June 2017 − ARPU assumed to be flat ($78.6 at 30 June 2017 vs $78.7 at 30 June 2016) − Residential satellite subscriber revenue declining from $752m in FY2016Eto $735m in FY2017 − Continued growth in other subscription customers and revenue through products such as NEON and FAN PASS • Costs: − Total operating costs are forecast to increase by 3.8% in FY2017E(from $601m to $624m), following a 9.8% increase in FY2016 − Most of this increase relates to programming cost investments on content such as the Summer Olympics and the new SANZAAR contract, together with the associated operating expenses − Other costs (subscriber related costs, broadcasting and infrastructure) are forecast to be broadly flat, with increases primarily related to increased delivery network costs for online platforms such as SKY on Demand, NEON and FAN PASS − One-off transaction costs in both FY2016E($10.6m) and FY2017E($9.4m) • Capital expenditure: − After a period of high capital investment in FY2016Erelating to the new internet enabled decoders, capital expenditure is expected to return to more normal levels in FY2017E($87m vs $126m in FY2016) 21 KEY FINANCIAL ASSUMPTIONS (CONT.) Telecommunications (Vodafone NZ) • Mobile customer connections increasing 1.3% to 2,385k, driven by ongoing growth in Consumer Postpay and Enterprise with continued customer demand for data sharing plans • Fixed line customer connections increasing 2.7% to 523k, with strong growth in Consumer driven by demand for high speed data and uptake of Fibre. • Revenue growth of 1.3% in FY 2017 to $2,024 million driven by Consumer of 2.1% and Enterprise of 2.9% − Market improvements and consistent pass through of regulatory cost increases. − Monetisation of core services and responding to customer demand for high speed data through expansion in UFB and Vodafone NZ's own HFC Network. − Growing share in Vodafone NZ's Enterprise business, harnessing the capabilities acquired through the TelstraClear and WorldxChange acquisitions to drive growth in both Government and Unified Communications sectors • Costs − Total costs held flat in FY 2017, with inertial growth through growing customers and usage offset entirely by execution and delivery of savings of internal cost reduction programme. • Agreed charges of $88m for Vodafone Services Agreements in place, and reflect only those charges for services that Vodafone NZ will continue to procure from Vodafone Group after the formation of the Combined Group • Capex: fforecast in FY 2017 reflects a change in spend following the completion of major network investment projects in FY 2015 and FY 2016 (e.g. 4G), with total capital expenditure of $206m (vs $238m in FY 2016) Combined Assumptions: It is assumed there will be no material changes in the following: • the economic environment in which the Combined Group operates; • the political, legislative and regulatory environment in which the Combined Group operates; • the competitive environment; • the tax laws and tax rates; • industry conditions and ability to operate; • key suppliers and customers; • financial and operating policies; • the operating environment in which the Combined Group operates; • associates, joint ventures, subsidiaries with no business acquisitions or disposals; • changes in accounting standards and interpretations; and • key personnel required to manage and operate the Combined Group Other Combined Group Assumptions • While significant integration opportunities and synergy benefits are expected, these are not assumed until after Year 1, and therefore the FY2017Eforecasts only factor in upfront integration costs, being operating expenses of $1.8m and capital expenditure of $37.5m • Amortisation of the SkyTV brand and customer relationships over nine years • Interest costs on the new acquisition debt $1,250m 22 KEY RISKS Neither the proposed transaction itself, nor the business of the Combined Group going forward, is without risk. Key risks include the following. Full details of the risks will be set out in the Notice of Meeting and Explanatory Memorandum, Memorandum , which is expected to be released during the week commencing 13 June 2016. • Adverse impact on Vodafone NZ from competitor actions, including entry of new mobile virtual network operators • Adverse regulatory and tax changes Combined Group risks • Unanticipated capital investment requirements being higher or incurred earlier relative to expectations • Reliance on Vodafone for business services including Vodafone Services Agreements and insurance • Adverse impacts from unexpected network operation, security or privacy issues • Increased leveraging and refinancing risk • Proposed transaction is subject to various conditions and there is no certainty that the proposed transaction will be implemented Risks specific to the transaction • Potential inability to realise the expected benefits from the proposed transaction (i.e. integration issues) • Uncertainty of trading price of SKY shares following the shareholder meeting and / or completion • Potential adverse impact from change in control clauses on certain contracts (i.e. inability to seek waiver) 23 GLOSSARY 24 ARPU • Average revenue per user Bn or bn • Billions Cents • Cents (New Zealand currency unless stated otherwise) Combined Group • SKY following the Acquisition, reflecting the inclusion of the Vodafone NZ business Free Cash Flow • Cash generated from operations less capital expenditure less payments for interest and tax FY2015A FY2015A • Financial year ending 30 June 2015 FY2016E • Financial year ending 30 June 2016 (except where data relates to Combined Group balance sheet, in which case FY2016E means pro-forma 1 July 2016) FY2017E FY2017E • Financial year ending 30 June 2017 M or m • Millions Net Debt or Net Interest Bearing Debt • Bank borrowings, bonds and finance leases less cash and cash equivalents (a non-GAAP earnings measure) NPV • Net present value OTT • “Over the top" which describes a service that provides content over the internet PFI • Prospective financial information Underlying Free Cash Flow (or Underlying FCF) FCF) • Cash generated from operations less capital expenditure less payments for interest and tax, adjusted to exclude certain one-off cash flow items (a non-GAAP cash flow measure) Underlying Operation Free Cash Flow (or Underlying OpFCF) OpFCF) • Cash generated from operations less capital expenditure, adjusted to exclude certain one-off cash flow items (a non-GAAP cash flow measure) Underlying EBITDA • Underlying Capital Expenditure • Earnings before interest, tax, depreciation, amortisation and impairment, adjusted to exclude certain one-off expenses (a non-GAAP earnings measure) Capital expenditure excluding certain one-off capital expenditure items (a non-GAAP cash flow measure) Vodafone • Vodafone Europe B.V. Vodafone Group • Vodafone Group Plc and its subsidiaries Vodafone Services Agreement • VWAP • The Procurement Accession and Amendment Agreement, the Roaming Amendment Agreement, the Branding Agreement (including the related Branding Sub-Licence) and the Co-operation Agreement Volume weighted average price, calculated as the total value of traded shares dividend by the total volume of traded shares over a certain period $ • Dollars (New Zealand currency unless stated otherwise)