Strictly private and confidential

Nigeria’s Leading Independent Tower

Operator
Investor Presentation

July 2014
Table of contents

1. Transaction Overview

2. Company and Business Overview

3. Industry Landscape

4. Key Credit Strengths

5. Financial Overview

6. Appendix

2
Disclaimer

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3
Presenters

Today’s Team Agenda

Inder Bajaj 1 Transaction Overview

Chief Executive Officer
Helios Towers Nigeria
Lagos, Nigeria

2 Company and Business Overview

Abhulime Ehiagwina
Chief Financial Officer
Helios Towers Nigeria
Lagos, Nigeria 3 Industry Landscape

Samuel Senbanjo 4 Key Credit Strengths

Principal
Helios Investment Partners
London, United Kingdom

5 Financial Overview

Thomas Featherby
Senior Associate
Helios Investment Partners
London, United Kingdom 6 Appendix

4
1. Transaction Overview
2. Company Overview

3. Industry Overview

4. Key Credit Strengths

5. Financial Overview

6. Appendix

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 5
Offering Summary

Guaranteed Senior Unsecured Notes

Borrower Helios Towers Finance Netherlands B.V.

Guarantors Helios Towers Nigeria Limited; Tower Infrastructure Company Limited (TowerCo)

Security Unsecured

Issue Senior Notes

Currency US$

Use of proceeds Refinancing existing debt, and general corporate purposes

Amount US$[•]

Maturity 5-year

Optional Redemption NC[•] (Standard HY call)

Covenants Standard High Yield Incurrence Covenants

Distribution Regulation S Only

Governing Law English Law

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 6
Transaction Structure

Helios Investment Partners and

Shanduka Other Shareholders
Affiliates

57.1% 28.5% 14.4%

Helios Towers Mauritius

Restricted Group

Upstream Upstream
Guarantee Helios Towers Finance Guarantee
Netherlands B.V. (Issuer)

Management Services
Helios Towers Nigeria
TowerCo (Guarantor) New TowerCo
Limited (Guarantor)
Management Fees
Built Towers 100.0% Acquired towers
(c. 700 towers) (c. 500 towers)
Future TowerCo Acquisitions

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 7
1. Transaction Overview

2. Industry Overview
3. Company Overview

4. Key Credit Strengths

5. Financial Overview

6. Appendix

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 8
Fast Growing Telecom Sector with Under-developed
Infrastructure Driving Need for Towers

An Increasing 1 Largest Economy in Africa with Strong GDP Growth…

Need for Towers
US$ Million
835
1,000
447
500 488 249
338 68 65
136 47 44
0
Nigeria South Africa Angola Ghana Kenya
2018 GDP 2013 GDP

2 Supporting the Fast Growth of a Dense but Underpenetrated Telecom Sector…

Pop (m)
250
Nigeria
Attractive opportunity
125
Tanzania Kenya Algeria Egypt South Africa
DRC Ghana
Cote d’Ivoire Morocco
0
0% 20% 40% 60% 80% 100% 120% 140% 160%
3 With Significant Infrastructure and Capacity Improvements Needed

Voice Subscribers (2G) Per Base Station Increasing Network Load Per Subscriber (Milli-erlangs)

4,700
60
3,198
40
1,192 20

Nigeria South Africa India Nigeria India USA

Source: Telegeography, Informa.

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 9
Compelling Case of the TowerCo Model in Nigeria

Ideal Environment for a TowerCo Model… ... Further Supported by Numerous Tower Divestitures

1
 Savings of more than 50% in capex  Divestiture of MTN’s entire portfolio in
Reduced Capex

Announced Processes
per tower for Telcos Nigeria announced in March 2014

2  Divestiture of majority of EMTS’s

Outsourcing of
 Allows Telcos to focus on core portfolio in Nigeria announced in March
Non-core
operations 2014
Operations

3  Divestiture of Airtel’s entire portfolio

 Allows Telcos to increase capacity across Africa, including Nigeria,
Time to Market and expand geographic coverage in a announced in September 2013
much shorter timeframe

4
Reduced Cost
 Acute power shortages require

Recently Completed Processes

and Increased
significant effort to maintain uptime  Acquisition of ~1,300 towers in
Efficiency Rwanda and Zambia in early 2014

5
 Allows GSM operators to efficiently
Regulatory Support expand and improve their network  Acquisition of ~1,200 towers in
coverage and quality Tanzania in July 2013

6  Allows various Telcos to co-locate on

Environmental  Acquisition of ~730 towers in DRC in
one tower leading to less energy
Preservation December 2010
consumption

Transaction Industry Company Key Credit Financial 5 6

1 2 3 4 Appendix
Overview Overview Overview Strengths Overview
1. Transaction Overview

2. Industry Overview

3. Company Overview
4. Key Credit Strengths

5. Financial Overview

6. Appendix

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 11
Helios Towers Nigeria (“HTN”) is Nigeria’s Leading
Independent Tower Operator

The first independent African towers operator having been established in 2006…

Leading Operator  Second largest independent tower operator in Nigeria

 ~1,200 tower sites across 34 out of Nigeria’s 36 states

Large Portfolio
 ~27% of sites located in the Nigeria’s two largest cities, Lagos and Abuja

Large Tenant Base  Providing carriers with both built-to suit and co-location services 2,257 technology tenants

 78% of revenues contracted with the three leading Telcos in Nigeria, notably, MTN, Etisalat and Airtel with
Key Customers
investment grade rated parent companies

Superior SLAs  99.99% uptime as at 31 December 2013

…with leading operational performance

Adjusted LRE Co-location Ratio (Live

# Towers Adjusted LRE Tenants (1)
Sites) (2)

1,777 1,846 2.20x 2.23x

1,176 1,187 1,191
1,383 1.81x
1.47x
656 963

2011 2012 2013 Apr-14 2011 2012 2013 Apr-14 2011 2012 2013 Apr-14

(1) Adjusted LRE Tenancies are the lease rate equivalent of the numbers of tenancies (excluding tenants from defunct CDMA operators) and are calculated as the Adjusted Revenue divided by the
weighted average lease rate.
(2) Adjusted LRE Ratio for live sites is defined as the average number of tenants per live tower (excluding tenants from defunct CDMA operators).

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 12
First Independent Tower Operator in Nigeria with an
Established Track Record of Rapid Tenancy Lease Up

2006 2007 2010 2011 2012 2013

• Helios founds HTN; • HTN grows • HTN grows • HTN grows • HTN takes control • MTN, Bharti Airtel
the first organically with 103 organically with 578 organically with 656 of 491 towers from and Etisalat begin
independent BTS towers owned BTS towers BTS towers Multi-links processes to divest
TowerCo business constructed constructed their tower assets
in Africa in Nigeria

2006 2007 2010 2011 2012 2013

Adjusted Revenues (US$m) (1) Adjusted EBITDA (US$m) (1)

Run-Rate (2) Run-Rate (2)

78
69
33
29
51
37
11

(7)

2011A 2012A 2013A Apr 2014 2011A 2012A 2013A Apr 2014

(1) Adjusted for defunct CDMA operators.

(2) Run-rate metrics represent underlying asset January-April performance annualized

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 13
Full Tower Management Service Offering to Leading
Telecommunication Operators

A compelling proposition with superior SLAs(1) levels Ancillary services with significant opportunity...

40–80 m heavy duty

towers
+
99.5% uptime SLA

+
24x7 security

+  5,439km of fibre network spanning Nigeria presents an

attractive opportunity to capture a bigger share of the
Full DC power
client wallet
+ ... And additional revenue sources
Full site
maintenance &
operations
+
Site permits and
approvals

+
Value added
services

+
24x7 remote site  Lease up of 379 dormant sites
monitoring through
NOC (2)
 Additional management fees from other tower portfolio
 Benefits from portfolio network coverage enhancement
(1) Service level agreement
(2) The HTN Network Operations Centre (NOC) is a 24 hour fully operational management centre which oversees the HTN cluster of towers from a central location.

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 14
Tower Portfolio of 1,187 Towers in Favourable Geographies
across Nigeria

Located in 34 out of the 36 states with higher concentration in the more densely populated southern region of Nigeria

HTN Tower Concentration Nigerian Population Density

Sokoto Sokoto
(1) (1)
Borno Borno
Katsina Yobe (14) Katsina Yobe (14)
Jigawa Jigawa
Kebbi (22) (1) Kebbi (22) (1)
(2) (2)
(1) Zamfara Kano (1) Zamfara Kano
(0) (55) (0) (55)

Gombe Gombe
Bauchi (4) Bauchi (4)
Kaduna (20) Kaduna (20)
Niger (77) Niger (77) Population Density
Kwara Kwara
(39)
(20) Adamawa (39)
(20) Adamawa (People/km2)
Plateau Plateau
Abuja (0) HTN Tower Abuja (0)
(29) (29)
(105) Nassarawa (105) Nassarawa
Concentration 40–70
Oyo (10) Oyo (10)
(110) Kogi Taraba (110) Ekiti Kogi Taraba
Ekiti 0–10 70–150
Osun (15) (2) Osun (15) (2)
(6) (6)
(27) Benue (27) Benue
Ogun Ogun
Ondo (12) Ondo (12)
(78) Edo 11–50 (78) Edo 150–250
(26) (37) (26) (37)
Ebonyi (10) Ebonyi (10)
Lagos Lagos
(218) Enugu (29)
51–75 (218) Enugu (29)
250–350
Delta Imo Cross Delta Imo Cross
(46) (19) River (46) (19) River
(9) 75–100 (9) 350–500
Abia (31) Abia (31)
Bayelsa Akwa 100+ Bayelsa Akwa 500–800
(0) Rivers (48) Ibom (16) (0) Rivers (48) Ibom (16)
Anambra (50) Anambra (50)
800+

Towers
December 2013 2011 2012 2013
Towers (Total) 656 1,176 1,187
Adjusted LRE Co-location Ratio (Total) 1.47x 1.18x 1.50x

Towers (Live Sites) (1) 656 764 808

Adjusted LRE Co-location Ratio (Live Sites)(1) 1.47x 1.81x 2.20x
(1) Defined as towers with at least one tenant.

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 15
Current Tower Portfolio Provides Room for Growth

Business refocused on GSM Sector Lease-up progression since 2011 (4)

Breakdown by
Technology Tenants(1) Revenue Breakdown(2) 718

Dec 491 246

5.8% 2011 95 88
18.5% 227 246
7.7% 95 88
(3)
Dec 40.7% Dormant Single tenants Two tenants 3+ tenants
2011 15.8%
413 405
70.7%
40.8%
155 198
Dec 289 161
2012 250 36 11
124 162 150
(3)
Dormant Single tenants Two tenants 3+ tenants

27.8% 23.1% 16.7%

379 327 302
Dec
2013 271 138 179 39
5.4% 26.8% Dec
66.8% 2013 189
43 263
108 136
33.5%
(3)
Dormant Single tenants Two tenants 3+ tenants
GSM CDMA Airtel MTN Build-to-suit Acquired
Visafone Broadband Etisalat Non-GSM

 HTN has been very successful in realising the operating leverage inherent in the tower business by leasing up the build-to-suit tower base
and more than triple the number of towers with three tenants and more

 This was driven by the clear strategy of building only towers with a base tenant and focusing on locations that are attractive to
several GSM and CDMA players

 Since the acquisition of the Multi-links towers, HTN has leased up roughly half of the portfolio with significant room for further growth

 Any additional tenancy contributes directly to the bottom line, due to the very low maintenance capex requirement

(1) Defined as the number of rent generating devices per tower. (2) Based on audited financial statements. 2013 breakdown excludes Multi-Links revenues from 2012 recognised in 2013.
(3) Defined as the number of towers without a tenant. (4) Theoretical analysis excludes any impact of Multi-links since 2010.

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 16
HTN’s Corporate Strategy: Focus on Maximizing Existing
Portfolio Utilization
Top line growth supported by capex light expansion strategy focused on maximizing tenancy of existing
portfolio

Maximize Revenue from Existing

Best-in-Class Service Offering Continued Focus on Cost Efficiency
Tower Portfolio and Platform

 Profitable capex light revenue growth  Maintain operational excellence and  Leverage unique power management
by maximising co-locations on highest service level provision competitive advantage and
existing portfolio experience in Nigeria
 Maintain strong relationships with
 Capture bigger share of client wallet top-tier Telcos  Continue focus on hybrid strategy for
with backhaul offering future power supply
 Enhance service offering with
 Capture market growth through backhaul connectivity  Capitalize on improving grid
management fees from the other availability
tower portfolios  Expand tower offering through
management of other portfolios

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 17
 HTN Successfully Re-Positioned from CDMA to Focus on GSM

2007 2010 2012 2014

• Telkom SA acquires 75% of • CDMA industry in Nigeria • HTN concludes successful • Visafone acquires
Multi-links for $280m suffers significant loss of rescheduling of debt spectrum to reposition
market share to GSM itself from CDMA to LTE
• HTN takes control of Multi-
operators
links towers and markets • Mutli-links and Starcomms
them to customers are in merger talks

2006 2007 2009 2010 2011 2012 2013 2014

2006 2009 2011

2013
• Multi-links granted Unified • Telkom buys the • Starcomms and Zoom shut
• Acquisition of Multi-
Access Service Licence and remaining 25% of down operations
links towers
enters mobile telecoms Multi-links for $130m
• Telkom withdraws support completed
space
for Multi-links

• HTN acquires Multi-links

tower portfolio en lieu for
receivables

After the Company repositioned itself to focus on GSM customers, the adjusted revenue contribution
of GSM players has increased from 31% in 2011 to 78% in 2013

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 18
1. Transaction Overview

2. Company Overview

3. Industry Overview

4. Key Credit Strengths

5. Financial Overview

6. Appendix

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 19
Key Credit Strengths

1 2

Extremely Favourable Recurring and Predictable

Industry Dynamics Revenue Base

6 3
Highly Experienced Strong and Sticky
Management Team with Relationships with Leading
Strong Support from Investment Grade Rated
Shareholders Telecom Operators

5 4
Strategic Focus and
Providing Best-in-Class Demonstrated Performance of
Service Levels Organic Revenue Growth
through Increased Co-location

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 20
. Attractive Industry Fundamental and Superior Growth
Prospects


Strong Underlying Demand for
Towers in Nigeria
Supported by strong anticipated
+ Strong co-location Potential in Nigeria
+ Compelling TowerCo Proposition

 4 established telcos, representing  Infrastructure limitations leading to

demand in data and voice strong opportunity for co-locations difficult and expensive tower build out
 Limited tower supply and need for and operations
towers / capacity driving demand for  Additional co-location potential driven
towers from numerous non-GSM players  Expensive cost of capital

Essential Need For Tower Services by Telcos

 Long term contractual nature of revenues

 Stickiness of the customers given perpetual need for towers

 High creditworthiness of counterparts

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 21
 1 Extremely Favorable Industry Dynamics

Coverage Requirement Driving Growing Need for Towers

Mobile subscribers are expected to grow at a 15% CAGR Mobile broadband penetration will drive data growth

127.2
112.8 258
95.2
87.3 200
73.1
63.0 148 0.7%
75%
69% 105 0.6%
40.4 56% 59%
34.0 68
82
19.8 48% 0.4%
43%
9.2 0.3% 0.3%
24% 28% 0.2%
7% 15%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2008 2009 2010 2011 2012 2013

Wireless Subscribers (m) Wireless Penetration # of Fixed Broadband HHs (000's) Fixed Broadband Penetration

 Nigeria has the largest population and the largest subscriber market  Low fixed broadband penetration driven by insufficient last-mile
with approximately 128m subscribers in Africa infrastructure and limited electricity supply

 Sim card penetration level relatively low at 75% but still overstated  Customers turn to mobile operators for data plans that are cheaper
due to common practice to own multiple sim cards per customer and offer more reliability and flexibility

 Subscriber base has grown at 34% CAGR since 2004 to 127m  Mobile operators are increasingly adding 3G base stations to 2G
subscribers in 2013 stations in urban areas to drive ARPU with data offerings

Source: Telegeography.

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 22
 2 Recurring and Predictable Revenue Base

Attractive Contractual Revenue Terms… ...with US$352m of Contracted Revenue...

 Master Lease Agreements (“MLA”) and Independent

Service Agreements (“ISA”) with weighted average US$352m
contract life of 4.8 years

 Embedded escalation of lease rates and costs US$69m

 Foreign exchange component offering natural hedge Adj. Revenues 2013 Remaining Contracted Payments

to currency movements
...and Contract Tenor over the next 4.8 Years

 Attractive termination clauses Contract Tenor

(Years)
0.0 2.5 5.0 7.5
 Pass through of energy price fluctuations for key
customers 6.9

4.6
 Attractive economics of co-location additions
4.0

2.6

Other 5.2

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 23
 3 Strong & Sticky Relationships With Leading Telecom
Operators

Key Customers are Long Term Market Participants… Very Limited Organic Customer Churn(1)

GSM CDMA / Broadband

2.5% 0.1% 0.1%

34
2008

10
2

2011 2012 2013

... And Investment Grade Rated Customers

Revenue: US$64m (2)

2013

Others
22% MTN
28%
Baa2 /
BBB / BBB

 As the CDMA sector collapsed, CDMA players were replaced by more

Airtel
broadband providers and stronger established long term GSM operators Etisala 16%
34%
Aa3 / AA- Baa3 / BBB- / BBB-
/ A+
Source: Company disclosure.
(1) Excluding customer relocating to another HTN site without impact on ‘net’ churn. 78% of revenues from clients with
(2) Based on 31 December 2013 reported revenues excluding Multi-Links. Investment Grade parent companies

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 24
 4 Strategic Focus and Demonstrated Performance of
Organic Revenue Growth Through Increased co-location

Aggressive Lease Up Based on the Activation of Dormant Sites and a Rapidly Growing Tenancy Base

1,176 1,187

656
2,172
1,756 1,759
604
324 411 117
717 119
1,229 1,451
715
2011 2012 2013

GSM CDMA Broadband # of Towers

1 Activation of Dormant Sites 2 Growing Technology Tenants... 3 ...and LRE Tenants

1176 1187 2,172

1,756 1,759 1,777
412 379
1,383
656 2.69x
2.30x 963
227 1.76x 2.20x
764 808 1.81x
429 1.47x

2011 2012 2013 2011 2012 2013 2011 2012 2013

Live Towers Dormant Towers Tech Tenants Tech Co-lo Ratio LRE Tenants LRE Co-lo Ratio
Average lease up of 0.47x p.a. Average lease up of 0.35x p.a.
Note: Co-location ratios based on live sites and ex-CDMA churn.

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 25
 5 Providing Best-in-class Service Levels

Superior mean time to restore any outages at our Sites....

Incidents of 61-120 121-240 241-480+

Period < 60 Minutes
Outages Minutes Minutes Minutes

FY13 Q1 170 46 18 22 84

FY13 Q2 63 19 8 11 25

FY13 Q3 187 61 46 24 56

Nigerian
FY13 Q4 268 106 60 39 63
Telecom Awards
Best Telecom
Infrastructure
.... In addition to our Sites uptime availability always above our SLAs.... Company 2013

99.96% 99.97% 99.96% 99.97%  Quality of Service

 Environmental
Preservation and
Cost Efficiency
Service Level Agreement: of 99.5%  Customer
satisfaction

FY13 Q1 FY13 Q2 FY13 Q3 FY13 Q4

Source: Company disclosure

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 26
 6 Experienced Management with Significant Support from
Shareholders and Strong Corporate Governance Structures

INDER BAJAJ ABHULIME EHIAGWINA CHANDRAKANT MODI AZUKA NDULEWE

Chief Executive Officer Chief Financial Officer Chief Technical Officer Chief Marketing Officer

 28 years of experience  24 years of experience  31 years of experience  23 years of experience

including 17 in the telecom including 9 in the telecom including 27 in the telecom including 20 in the telecom
space space space space

 Experience managing a  Previous experience at  Managed the technical  Has overseen a record
portfolio of 50,000 towers Etisalat Nigeria and Airtel support and maintenance level of lease ups as a key
as the CEO of Reliance Nigeria, two of HTN's for Reliance Infratel driver of profitability of HTN
Infratel largest customers

 Leading Africa focused private equity investment firm founded  Diversified African investment holding company founded in
in 2004 with assets in excess of US$2bn 2001, by leading South African investor Cyril Ramaphosa

 Investors include leading endowments, global institutional  Pan-African investments spanning telecoms, resources, food &
investors and development finance institutions beverage, financial services, energy and industrials

 Extensive tower industry experience in Ghana, Tanzania and  Extensive telecom experience currently holding interests in
DRC through its interests in Helios Towers Africa MTN Group, MTN Nigeria and Seacom

Source: Company disclosure

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Industry
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Company
Overview
3
Key Credit
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5 Appendix 6 27
6 Experienced Management with Significant Support from
Shareholders and Strong Corporate Governance Structures

Board of Directors Corporate Governance Ethos

Executive  Femi Tejuoso

Director  Nandkishor Moharir
Procurement
Adedotun Sulaiman  Inder Bajaj (CEO)
Chairman Committee
 Chandra Modi (CTO)
Abhulime Ehiagwina  Kamar Bakrin
Chief Financial Officer (CFO) 
 Kamar Bakrin (Chair)
Inder Bajaj
  Femi Akingbe
Chief Executive Officer (CEO) Audit
 Nandkishor Moharir
Oluwafemi Tejuoso Committee
Helios Investment Partners  Inder Bajaj (CEO)
 Abhulime Ehiagwina (CFO)
Babatunde Soyoye
Helios Investment Partners  Femi Akingbe (Chair)
Samuel Senbanjo  Kamar Bakrin
Helios Investment Partners  Samuel Senbanjo
Remuneration
Kamar Bakrin Committee  Nandkishor Moharir
Helios Investment Partners
 Adedotun Sulaiman
Nandkishor Moharir  Inder Bajaj (CEO)
Shanduka Group (Pty) Ltd
 Adedotun Sulaiman (Chair)
Phuti Mahanyele
Shanduka Group (Pty) Ltd Corporate  Nandkishor Moharir
Governance  Femi Akingbe
Femi Akingbe
Ventures &Trust Ltd Committee  Inder Bajaj (CEO)
 Samuel Senbanjo

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 28
1. Transaction Overview

2. Company and Business Overview

3. Industry Landscape

4. Key Credit Strengths

5. Financial Overview
6. Appendix

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 29
Key Tower Performance Indicators

Rapid Lease Up Associated With Continued Tower Portfolio Expansion

Adjusted LRE Co-location Ratio (Live

Tower Portfolio Number of tenants
Sites) (1)

Average Lease-Up
CAGR: 34.5% CAGR: 11.2%
Rate p.a.: 0.37x

CAGR (Ex- 2.20x

1,176 1,187 CDMA): 40.6%

1.81x

2,172 1.47x
1,756 1,759 604
656
324 411 117
119
717

1,451
1,229
715

2011 2012 2013 2011 2012 2013 2011 2012 2013

GSM CDMA Broadband

(1) LRE/Adj. Co-location ratio on live sites ex-CDMA churn

Transaction
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Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 30
Historical Financials: EBITDA Bridge 2013

2013A EBITDA

US$65.4m

US$3.0m US$28.5m

US$40.1m US$ 0.1m US$ 0.4m

EBITDA Net CDMA Adj. Write Back of Reclassifications One-Offs Adjusted

Provisions EBITDA
Recovered in
Future Years

Note: Figures to nearest decimal place

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Overview
2
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Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 31
Strong Momentum in Underlying Financials

Underlying Run-Rate Revenue (US$m) Underlying Run-Rate EBITDA (US$m)

69
29
51
37 11
41.3%
(20.0%) 22.6%
37.0% 35.6%
(7)
2011 2012 2013 2011 2012 2013
Revenue Growth EBITDA Margin

Maintenance Capex (US$m) EBITDA less Maintenance Capex (US$m)

6.0 25.3
10.8% 36.7%
4.8

3.2 5.5

4.6% (32.9%)
12.9% 11.8%
(12.2)
2011 2012 2013 2011 2012 2013
Maintenance Capex % of Sales EBITDA Margin

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 32
1. Transaction Overview

2. Company and Business Overview

3. Industry Landscape

4. Key Credit Strengths

5. Financial Overview

6. Appendix

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 33
Historical Financials: Income Statement
Audited Financials CAGR
2011A 2012A 2013A '11A-'13A

Turnover $79.6 $48.8 $99.0 11.5%

% Growth (38.7%) 102.6%

Less: Cost of Sales (42.0) (46.5) (38.5)

Gross Profit $37.6 $2.4 $60.5 26.8%
% Growth (93.7%) 2455.8%
% Margin 47.2% 4.8% 61.1%

Less: Operating Expense (net) (26.5) (25.4) (11.3)

Operating Profit $11.1 ($23.1) $49.2
% Growth (307.7%) (313.3%)
% Margin 13.9% (47.2%) 49.7%

Plus: Depreciation 16.9 14.5 16.1

Plus: Amortization 0.1 0.2 0.1
Plus: Depreciation and Amortization 17.0 14.7 16.2
EBITDA $28.1 ($8.4) $65.4 52.5%
% Margin 35.3% (17.1%) 66.1%

Operating Profit $11.1 ($23.1) $49.2

Plus / (Less): Exceptional Item -- -- --
Less: Non-recurring legal expense -- -- --
Plus: Interest Income 1.1 1.5 1.1
Less: Interest Expense (35.5) (26.9) (32.4)
Less: Foreign Exchange Loss -- -- --
Plus: Gain / (Loss) on Asset Disposal -- -- --
Profit / (Loss) Before Taxation ($23.3) ($48.5) $17.8
Less: Taxation (0.5) (0.2) (1.3)
Profit / (Loss) for The Year ($23.7) ($48.6) $16.6

(1) Allowance for doubtful receivables and write-off of bad receivables

(2) $8.9m allowance for doubtful receivables and write-off of bad receivables and $8.0m write-off of fixed assets and capital work in progress related to the telemetry projection (a site monitoring and
optimization project)

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Overview
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Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 34
Historical Financials: Balance Sheet
Audited Financials
2011A 2012A 2013A
Assets
Current Assets:
Stocks $2.7 $1.8 $1.7
Trade Receivables 37.4 30.8 17.6
Other Receivables and Prepayments 3.2 3.5 3.7
Cash and Cash Equivalents 23.3 5.8 14.7
Total Current Assets $66.7 $41.8 $37.6
Non Current Assets:
Fixed Assets $150.4 $139.9 $181.7
Intangible Assets 0.2 0.1 0.1
Long Term Prepayments 6.7 4.9 33.0
Total Non Current Assets $157.3 $144.9 $214.7

Total Assets $223.9 $186.7 $252.3

Liabilities & Shareholders Equity

Current Liabilities:
Trade and Other Payables $15.6 $14.9 21.0
Loans and Borrowings 17.5 56.2 59.1
Current Tax Liabilities 3.5 0.1 1.3
Total Current Liabilities $36.6 $71.3 $81.4
Non-Current Liabilities:
Loans and Borrowings $189.2 $163.3 $149.3
Provisions 0.4 0.5 0.1
Total Long Term Liabilities $189.6 $163.8 $149.5
Capital and Reserves:
Shareholders (Deficit)/Funds ($2.4) ($48.5) $21.5

Total Liabilities & Shareholders Equity $223.9 $186.7 $252.3

Transaction
Overview
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Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 35
Historical Financials: Cash Flow Statement

Audited Financials
2011A 2012A 2013A

Profit / (Loss) for the Year (23.7) (48.6) 16.6

Net Cash generated from Operating Activities 13.6 4.3 14.2

Net Cash used in Investing Activities (14.3) (11.0) (12.6)

Net Cash generated from (used in) Financing Activities (21.5) (11.0) 7.3

Net Increase (Decrease) in Cash & Cash Equivalents ($22.2) ($17.6) $9.0

Cash & Cash Equivalents, Beginning of Year 45.5 23.3 5.7

Cash & Cash Equivalents, End of Year $23.3 $5.7 $14.7

Transaction
Overview
1
Industry
Overview
2
Company
Overview
3
Key Credit
Strengths
4
Financial
Overview
5 Appendix 6 36