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Page 1: The fiber and convergence leader in Northern Spain...The fiber and convergence leader in Northern Spain June 2017 1 241 118 28 177 177 177 0 102 153 123 151 73 194 172 141 206 52 3

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The fiber and convergence leader in Northern Spain June 2017

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The regional integrated telecommunication Champion

Leading fiber and

convergence operator

in the Basque Country and Galicia

Supportive macro dynamics in

relevant regions and rebounding

telecom dynamics

State-of-the-art fiber

network fully invested, providing

best-in-class service and

acting as an entry barrier

Growth momentum underway

focused on the

lifetime value of the client and fully

on track to meet the targets

announced at IPO

Consolidator of the regional

cable in the North of Spain through

the acquisition of

1

4

3

2

5

6

Superior best in class cash-flow

conversion underpinned by a

prudent financial policy

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Galicia Basque Country

The leading fiber and convergence operator in complementary regions 1

Note: FY16 figures.

(1) Revenues excluding elimination of profit neutral activities.

(2) 2015 EBITDA adjusted to exclude costs related to the IPO process, debt cancellation and acquisition of R Cable (c.€15.4m)

(3) Measured as residential fixed subscribers over homes passed.

(4) Measured as residential fixed subscriber with mobile (excluding mobile only) over total fixed subscribers.

Complementary fit with no market overlap and benefiting from increased size and scale

Revenue (€m): 566(1) 573 +1.3%

Adj. EBITDA (€m): 267(2) 281 +5.1%

(49.0% of sales)

Operating cash flow (€m): 164 185 +12.7%

(32.2% of sales)

Net debt/EBITDA: 5.1x 4.2x

Key consolidated metrics

FY2015 FY2016 Change

Residential

65%

Revenue breakdown

2016A: €573m

Business

29%

Wholesale

& Other

6%

Market position: #1 in footprint

Addressable market (population in millions): c.5.0

Residential RGUs (‘000 s): 1,900

RGUs/subscriber: 3.5x

3P/4P Penetration: 66%

ARPU (€/month): 58.4

Fixed penetration(3): 28%

Mobile penetration over fixed customer(4): 77%

+

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Macro tailwinds with further penetration upside…

Significant room for further market development on the back of economic recovery to reach

penetration levels in line with other mature European cable markets

Wealthy, fast growing regions and lower unemployment than the Spanish average

Broadband and Pay TV penetration significantly below European average

Spanish GDP sustained growth expected on the back of increasing private consumption and upturn in

investment

Rebounding dynamics of the Spanish telecommunication market, with

convergence and market consolidation driving market repair

2

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State-of-the-art fiber network fully invested 3

Future-proof network supports success-based capex and 15% capex over revenues as medium term target

Coverage

(%HH)

Fully-owned backbone

network

% of EuroDOCSIS 3.0

Households

per node (avg.)

Access capacity

(MHz)

4G license

Source: Company filings.

(1) In Core regions (as defined by Telecolumbus).

(2) EuroDOCSIS NGN.

(3) In August 2014, announced upgrade to 1 GHz in Flanders by 2019.

(4) Part of the backbone is rented under irrevocable use rights of use until 2025 with an annual cost of €2.9m,

of which €2.4m relate to optic fiber.

35%

c.50%

n.a.

862

via SFR

39%

92%

c.580

862

36%(1)

c.96%

c.450

862

87%

100%

c.500

862

61%

100%

c.580

600(3)

81%

100%(2)

n.a.

750

via Optimus

47%

100%

c.500

862

via Vodafone

55%

100%

c.280

862

(4)

via BASE

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Best-in-class service proposition for the residential segment

The speed leader with the only ultra-fast

broadband offering across the entire region

(DOCSIS 3.0 network)

Superior fiber coverage in the Basque

Country and Galicia (1.7m homes passed)

Wide offering of commercial speeds, ranging

from 30Mbps to 350Mbps

Competitive prices offering best value

for money and superior service to competitors

Unrivalled coverage with the

fastest broadband offering

The most complete and innovative

TV proposition

High-quality and comprehensive content

offering covering different customer groups’

needs with possibility of adding premium

channels

Enhanced offering providing a superior and

differentiated user experience (PVR, VoD, TV

Everywhere)

Increased penetration of superior quality

services (HD, catch-up TV, VOD, network

PVR, start over, time shift...)

Anticipating the future: Euskaltel will launch the

first hybrid 4K/UHD set top box in Spain

Internet in the STB: Smart TV connection

Highly attractive and competitive

mobility proposition

Full-service, leading MVNO

Competitive and innovative tariffs to address

real customer needs

Largest WiFi network in the Basque Country

and Galicia with more than 240k hotspots

allowing for data for clients

FY2016 RGUs: 395k FY2016 RGUs: 270k FY2016 RGUs: 764k

(77.2% penetration over fixed customers)

Convergent offer with a leading value proposition focused on the lifetime value of the client in

Basque Country and Galicia

4

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66.6%

71.7%

77.2%

IPO Jul-15 4Q15 4Q16

60.9%

63.3%

65.8%

IPO Jul-15 4Q15 4Q16

Visible and consistent strategy focused on customer long term value

Bundling strategy (3P/4P)1

Successful upselling strategy delivering sustained growth in

RGU/subs reaching 3.5x, and 3P/4P penetration of c.66%.

Mobile convergence strategy

Leading convergent strategy which has resulted in capturing

c.61K new mobile lines in 2016 (+8.6% YoY) whilst managing

host and access costs

Notes:

1. Residential subs as % of total subscribers

2. Residential mobile subscribers (excluding mobile only) as % of total fixed customers

3. IPO data pro forma to include R Cable

Residential RGU/Subs (x)

3.2x

3.5x Mobile penetration2

+4.9%

+10.6% 3.3x

3 3

4

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27%

57%

70%

Successful response to aggressive competition

Coverage and competition

Commercial response adapted to FTTH deployment

Our network quality remains a competitive strength, but FTTH deployment has narrowed the gap

Market share preserved despite aggressive price competition, particularly in the last quarter

Our speed offering and TV functionalities delivering strong customer satisfaction

Source: Report of “Secretaría de Estado de Telecomunicaciones y para la Sociedad de la Información”

250270

4Q15 4Q16

Product intake

+5.4k

389 395

4Q15 4Q16

+20.1k

Pay-TV RGUs

Broadband RGUs

Broadband

Pay-TV offering

Euskaltel +R

Cable fiber

coverage as of

IPO and 2Q16)

Competitors fiber

coverage in 1Q15

Competitors fiber

coverage in 2Q16

4

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103

96

2015 2016

85.5

83.5

2015 2016

Strict cost and capex management yielding record-high cash flow metrics

Direct cost management

2015 2016

Proven ability to contain mobile cost despite significant

increase in the # of lines and traffic per line

Capex and cash flow management

Efforts focused on converging R Cable capex level with those of

Euskaltel. Overall capex reduction below 17% of revenue in line

with guidance

Operating cash flow margin growth of +374bps in the period

As % of revenue

16.7%

17.9%

(€7.2m) / (7.0%)

Direct network costs (€m) Mobile data traffic

(€2.0m) / (2.3%) +74%

As % of revenue

14.6%

14.9% 163.9

184.7

2015 2016

€20.8m / 12.7%

As a % of revenue

28.5%

32.2%

Capex (€m) Operating Cash flow 2 (€m)

Notes:

1. Data pro forma to include R Cable

2. Operating Cash Flow calculated as EBITDA-capex

1 1 1 1

5

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Note: Dec-2016 figures; INE

(1) Total subscribers figure as of Dec-16

(2) 2015 data from INE

(3) Based on residential fixed subscribers (excl. mobile only)

(4) Measured as residential fixed subscriber with mobile (excluding mobile only) over total fixed subscribers

Consolidator of the regional cable in the North of Spain

Complementary fit with no market overlap and benefiting from increased size and scale

Residential RGUs

('000)s 1,892 451

RGUs / subscriber(3) 3.5x 3.5x

Addressable market

(inhabitants) c.5.0m c.1.0m

Market position in respective

region

in respective

region 1 1

c.6.0m

in respective

region 1

2,343

3.5x

3P/4P Penetration 66% 71% 67%

ARPU (€/month)(3) 58.4 61.6 c.59.1

Mobile penetration

over fixed customer(4) 77% 56% c.73%

Churn(3) 15.1% 15.5% c.15.2%

+

Subs(1): 297k

Population(2):

2.7m

Subs(1): 157k

Population(2): 1.0m Subs(1): 350k

Population(2):

2.2m Total K+T: 803k subs

Geographical complementarity

6

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Strong financials with positive prospects and FCF per share accretive

(1) Unaudited preliminary 2016 pro-forma financial statements of Euskaltel post-acquisition of Telecable

(2) Unaudited figures. Adjusted for management fees, M&A expenses, transaction bonuses and other extraordinary items (+€2.8m in 2016)

(3) Including fully-phased synergies and proforma to include dividends to be paid in Jul-17

(4) Subject to Euskaltel’s Board of Directors and General Shareholders’ Meeting approval

Revenue to grow by 1% to 2% in 2017 in line with Euskaltel guidance

+24% growth vs. Euskaltel standalone

2016 PF capex as a % of revenue at 17.1% vs. 16.7% for Euskaltel stand alone

Capex to remain around 17% of revenue in the mid-term, in line with Euskaltel

announced targets

Leverage post transaction not to exceed 4.5x(3)

2016 PF adjusted EBITDA margin at 48.6% vs. 49.0% for Euskaltel pre-transaction

Medium term target of 50%

OpFCF growth expected to grow by over 5% for the year 2017

Guidance PF figures(1)

€711m

€121m 17.1% of revenue

c.4.5x

Double digit dividend growth(4)

€346m 48.6% margin

€224m 31.5% of revenue

Revenue (€m)

Adjusted

EBITDA (€m)(2)

Capex (€m)

OpFCF (€m)

Leverage

EqFCF accretive deal since year 1 pro forma fully-phased synergies >6-7% EqFCF

accretion

6

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Key terms

Euskaltel has reached a definitive agreement to acquire 100% of Telecable, the largest cable operator in Asturias, from

Zegona

Enterprise value of €686m

– Purchase price represents a 10.5x EV/EBITDA 2016 pre-synergies, or c.8.5x adjusted for synergies

The consideration will be paid through a combination of new shares of Euskaltel (representing a 15% stake post-capital

increase) and €431m in cash (including €245m of estimated net debt as of 30 June 2017 and €186m payable in cash)

Zegona will be entitled to an additional contingent payment of 35% of realized tax assets resulting from the transaction, if any,

and subject to a cap of €15m

Zegona has committed to customary standstill and lock-up undertakings in order to maintain its shareholding in Euskaltel within

the agreed levels for a period of time

Consideration

and financing

Key dates Euskaltel Shareholders’ approval required at Euskaltel’s General Shareholders’ Meeting in June 2017

Transaction expected to close in 3Q 2017, following clearance from antitrust authorities

Total consideration to be financed with:

– €255m capital increase fully subscribed by Zegona (26.8m new ordinary shares of Euskaltel issued at €9.5 per share)

– €186m of cash, of which €163m will be funded through cash on hand and the remaining through additional debt, including

refinancing of €245m of Telecable’s estimated net debt

Euskaltel’s leverage to increase from current 4.2x to c.4.5x post-closing and expected to decrease close to 4.0x by the end of

2018(1)

Euskaltel expects to maintain its shareholders’ remuneration in the terms previously announced to the market(2)

Transaction summary

Recommended

transaction

The transaction has been approved unanimously by the Board of Directors of Euskaltel and Zegona, respectively

Irrevocable commitment from Kutxabank to vote in favour of the transaction at Euskaltel’s General Shareholders’ Meeting

Zegona to become a new shareholder with presence in Euskaltel’s Governance bodies and fully aligned with the Company’s

long term objectives

(1) Including fully-phased synergies. Leverage post-closing proforma to include dividends to be paid in Jul-17

(2) Subject to Euskaltel’s Board of Directors and General Shareholders’ Meeting approval

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Revenue (€m)

Telecable: resilient financial performance

Capex (€m)

As % of

revenue

Adjusted EBITDA(1) (€m)

OpFCF(2) (€m)

Adjusted

EBITDA

Margin (%)

As % of

revenue

(1) Unaudited figures. Adjusted for management fees, M&A expenses, transaction bonuses and other extraordinary items

(2) OpFCF defined as adjusted EBITDA minus capex

63 65 65

2014 2015 2016

48.1% 48.4% 47.0%

35 3640

2014 2015 2016

26.9% 26.8% 28.6%

98 99 101

33 35 370.4 0.4 0.5

131 134 138

2014 2015 2016

Residential Business Other

7 7 8

14 15 13

6 7 5

28 2926

2014 2015 2016

Ordinary capex Client equipment capex Expansion capex

21.2% 21.5% 18.5%

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21%

15%

9%

55%

Kutxabank

Zegona

CF Alba

Free-float

Pro Forma Shareholder structure

Zegona to provide increased international sector experience and reinforce current

governance structure

Note: New corporate governance structure subject to approval by Euskaltel’s General Shareholders’ Meeting

(1) Proprietary directors in the Board of Directors representing Kutxabank (2), Zegona (1) and Corporación Financiera Alba (1)

Executive director Independent director

Board of Directors(1)

Chairman CEO

VP & Lead

Director

Proprietary director

1 Reinforcement of current Corporate Governance structure with the

appointment of two new Board Members

2 Creation of a new consultative Strategy Committee with 7 members

(including 3 representatives of Kutxabank, Zegona and Alba, and 4

independent Board members)

4 Zegona’s involvement to bring increased international cable experience

and attract other international investors

3 Increase of the maximum number of members of both the Audit and

Control and Appointments and Remuneration Commissions

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Balance sheet optimization through an efficient mix of shares/cash payment

Proforma capital

structure

Euskaltel’s leverage to increase from current 4.2x to c.4.5x post-closing and expected to decrease

close to 4.0x by the end of 2018(1)

New debt expected to be included within current existing facilities and to be implemented based on

market conditions at closing

Prudent and clear

financial policy

Approach to leverage as per IPO guidance

Targeted leverage of 3.0x-4.0x ND/EBITDA

Shareholders remuneration to be maintained in the terms previously announced to the market(2)

Total transaction consideration to be financed with:

– €255m capital increase fully subscribed by Zegona (26.8m new ordinary shares of Euskaltel

issued at €9.5 per share)

– €163m of cash on balance sheet

– €268m of additional debt, including refinancing of €245m of Telecable’s estimated net debt as

of 30 June 2017

(1) Including fully-phased synergies. Leverage post-closing proforma to include dividends to be paid in Jul-17

(2) Subject to Euskaltel’s Board of Directors and General Shareholders’ Meeting approval

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Milestones Date Status

Due-Diligence process 1Q 2017

Execution of legal documentation May 2017

Euskaltel’s General Shareholders’ Meeting June 2017

Spanish antitrust clearance 3Q 2017

Approval of the Prospectus by the CNMV 3Q 2017

Financing 3Q 2017

Expected closing 3Q 2017

1

2

6

4

3

5

7

Key transaction dates

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Update on Q12017 - Operational and financial overview

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91 93 92

42 40 39

8 10 8

142 142 140

1Q 2016 4Q 2016 1Q 2017

Residential Business Wholesale

69 7168

1Q 2016 4Q 2016 1Q 2017

A snapshot of 1Q17 reported financial results

Revenue EBITDA and EBITDA margin

EBITDA margin (%)

49.8% 48.8%

Cash Flow and Cash Conversion

Op Cash Flow over sales (%)

33.5%

29.9% 48.7% 32.1%

(1.6%)

(2.1%)

€m €m €m

4743

45

1Q 2016 4Q 2016 1Q 2017

Notes:

1. OpCF defined as EBITDA-capex

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141.8

139.5

1.1

(3.4)

0.0

1Q 2016 Residential Business Wholesales 1Q 2017

69.1 68.0

2.3

1.3

1Q 2016 Revenue Direct costs Commercialand fixed

1Q 2017

Constituents of revenue and EBITDA YoY growth in 1Q 2017

Revenue growth driven by the residential segment (+1.2% YoY)

offset by the evolution of the business segment

Direct cost management contributing €1.3m to EBITDA

Fixed costs offsetting increase in commercial costs

One-off commercial costs of €1m devoted to retention efforts

during the host migration program

(1.6%)

(1.5%)

YoY growth (%)

(8.1%)

+1.2%

(1.6%)

+3.7%

YoY growth (%)

48.7% 48.8%

+0.1%

+0.1%

Mainly driven by

the loss of Basque

Government

contract

JA: GV al

comentario o

al script

Revenue evolution (€m) EBITDA evolution (€m)

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720.5

763.7774.1

1Q16 4Q16 1Q17

Mobile and bundle penetration driving residential ARPU growth

Consistent ARPU2 improvement (€/month)

Increased 3P/4P penetration

(as % of total subscribers)

BB subs as % of total subs

83.0%

84.1% 84.5%

Residential mobile RGUs (‘000)

+53.6k serv.

+7.4%

+10.4k serv.

+1.4%

Residential mobile penetration1 (%)

73.7%

77.2% 78.6%

+1.0€

+1.7%

+0.2€

+0.2%

Record-high for Mobile penetration (78.6%), BB subscriber penetration (84.5%) and TV subscriber penetration (58.5%)

Positive TV subscribers evolution over the last quarter with +4.1k net adds

Residential ARPU record at €58.57 (+€1.0 YoY ) on the back of continued upselling (66.5% 3P&4P bundles in 1Q17 vs. 64.3% in 1Q16) and

certain price repair

64.3%

65.8%

66.5%

1Q16 4Q16 1Q17

57.6

58.4 58.6

1Q16 4Q16 1Q17

Notes:

1. Residential subscribers with mobile (excluding mobile-only subscribers) as percentage of total fixed subscribers

2. Global ARPU based on fixed customers

Record High Record High

TV subs as % of total subs

54.4%

57.6% 58.5%

Record High

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88.3 89.3 88.9

1Q16 4Q16 1Q17

SOHO and Business segment performance

55.3%

17.3 17.7 17.5

1Q 2016 4Q 2016 1Q 2017

SoHo Revenue evolution (€m)

Sustained growth of SOHO revenue (+1.0% YoY) driven by both increase in customers and ARPU

Increased number of subscribers and 3P/4P penetration (55.3% in 1Q17)

Subs (000’) evolution

4P/3P SoHo subs penetration

+€0.2m /+1.0%

(0.2m)/(0.9%)

49.9% 53.9%

Business revenue evolution (€m)

New initiatives in the quarter

Above sector average capture of new SME business

Expected revenue crystallisation in the coming quarters

Working on adapting the data centre offering

Several ongoing projects to integrate Azure and AWS

4240 39

1Q 2016 4Q 2016 1Q 2017

(€3.4m) / (8.1%)

(0.7m) / (1.7%)

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Initiatives in place to boost the business segment

Development of platform providing TIC solutions:

Advanced data solutions, voice IP, data centre,

Cybersecurity, SAAS, NOC and SOC services, customer

care, Wi-Fi solutions, big data, analytics

Strategic partnerships Global coverage

Integrating other

accesses (NEBA,

VULA, Wireless,

Satellite, …)

Platform to drive

companies to the cloud

services

Platform for transition to

digital economy

Objective Initiatives to be implemented

Evolve from telecom product to global solution

Value proposition based on vertical solutions

Evolution from connecting to a solution engineering

Active presence in strategic projects

Implementation and development of the 4.0 policy

Smart cities

E-Health

Energetic efficiency

Organizational focus on corporate segment

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34 29 33

73 71 71

1Q 2016 4Q 2016 1Q 2017

Trading & overheads Direct costs

Efficient cost management despite intensive growth in mobile data traffic

Successful management of data traffic growth (direct costs down by 3.7% vs last year with mobile lines growing by 9% and traffic per line increasing

by 53%

As % of revenue

27.4%

23.9%

27.8%

23.5%

(1.8%)

29.6%

20.6%

+0.0% 720.5

774.1 Residential mobile RGUs (‘000)

1Q 2016 1Q 2017

+67.0%

Mobile data traffic Cost structure (€m)

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47

4345

1Q 2016 4Q 2016 1Q 2017

22

28

23

1Q 2016 4Q 2016 1Q 2017

Capex according to plan driving superior cash flow conversion

Capex as % of revenue (%)

Consolidated capex (€m) Consolidated OpCF (€m) and OpCF conversion (%)

15.2% 16.7% 19.9% 68.7% 60.0% 65.8%

Consolidated capex progressively converging to mid-term target levels on an annual basis

Company working towards minimising seasonality impact and that partly explains growth vs last year

Cash-conversion rate at sector notch reaching 32.1% OpCF over revenue and 65.8% over EBITDA

Capex investments in DOCSIS 3.1 technology enabling coverage of 14% of client base as of 1Q17 with the target to double the coverage in the

short term

Notes:

1. OpCF defined as EBITDA – capex

33.5% 29.9% 32.1% OpCF / Sales

OpCF / EBITDA

Capex and OpCF1 evolution

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1,353

1,223 1,21828.6

(22.8)

1Q16 4Q16 FCF Dividend 1Q17

Net debt evolution

Net debt (€m)

Leverage evolution1 (ND / LTM EBITDA)

4.8x 4.2x 4.2x

Notes:

1. PF leverage including fully phased synergies

YTD OpCF generation of €45m (32.1% conversion over revenues)

YTD net interest payments of €10.5m

Complementary dividend of €0.21 per share (also against 2016

results), to be communicated upon approval by the AGM of the

2016 accounts (in 1H 2017), and in accordance to the dividend

policy announced to the market

Key cash flow items

Complementary dividend distribution

Free Cash Flow of €28.6m in 1Q 2017 vs. €19.5m YoY

Payment of interim dividend of 0.15€ per share (€22.8m)

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Appendix I - Euskaltel Q1 2017 consolidated results

and KPIs

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Euskaltel consolidated - KPIs (i/ii)

Residential Quarterly

KPIs Unit 2014 2015 2016 1Q16 2Q16 3Q16 4Q16 1Q17

Homes passed # 869,900 1,699,073 1,707,558 1,700,847 1,703,361 1,703,941 1,707,558 1,708,468

Household coverage % 85% 65% 65% 65% 65% 65% 65% 65%

Residential subs # 296,023 545,502 546,040 547,009 548,069 548,945 546,040 544,351

o/w fixed services # 279,212 471,664 469,662 471,837 470,895 471,463 469,662 468,944

as % of homes passed % 32.1% 27.8% 27.5% 27.7% 27.6% 27.7% 27.5% 27.4%

o/w mobile only subs # 16,811 73,838 76,378 75,172 77,174 77,482 76,378 75,407

o/w 1P (%) % 17.8% 21.9% 21.7% 21.7% 21.6% 21.9% 21.7% 21.2%

o/w 2P (%) % 26.9% 14.8% 12.5% 14.0% 13.3% 12.9% 12.5% 12.3%

o/w 3P (%) % 35.0% 29.6% 26.4% 29.0% 27.8% 27.0% 26.4% 26.0%

o/w 4P (%) % 20.3% 33.7% 39.4% 35.3% 37.3% 38.2% 39.4% 40.6%

Total RGUs # 896,077 1,809,720 1,891,653 1,836,291 1,868,347 1,881,701 1,891,653 1,904,783

RGUs / sub # 3.0 3.3 3.5 3.4 3.4 3.4 3.5 3.5

Residential churn fixed customers % 14.8% 14.8% 15.1% 13.5% 14.1% 14.9% 15.1% 16.1%

Global ARPU fixed customers €/month 53.78 55.97 58.44 57.59 58.10 58.52 58.44 58.57

Fixed Voice RGU's # 279,691 467,181 462,827 467,280 467,292 465,362 462,827 459,968

as% fixed customers % 100.2% 99.0% 98.5% 99.0% 99.2% 98.7% 98.5% 98.1%

BB RGU's # 217,726 389,456 394,810 391,733 392,722 394,738 394,810 396,310

as% fixed customers % 78.0% 82.6% 84.1% 83.0% 83.4% 83.7% 84.1% 84.5%

TV RGU's # 124,754 250,191 270,333 256,783 264,899 267,325 270,333 274,408

as% fixed customers % 44.7% 53.0% 57.6% 54.4% 56.3% 56.7% 57.6% 58.5%

Postpaid lines # 273,906 702,892 763,683 720,495 743,434 754,276 763,683 774,097

Postpaid customers # 153,939 412,247 438,953 422,737 433,513 436,737 438,953 443,892

as% fixed customers (only mobile excluded) % 49.1% 71.7% 77.2% 73.7% 75.7% 76.2% 77.2% 78.6%

Mobile lines / customer # 1.8 1.7 1.7 1.7 1.7 1.7 1.7 1.7

SOHO Quarterly

KPIs Unit 2014 2015 2016 1Q16 2Q16 3Q16 4Q16 1Q17

Subs # 47,038 88,163 89,322 88,301 89,014 89,076 89,322 88,945

o/w 1P (%) % 32.7% 28.5% 29.7% 31.7% 30.8% 30.4% 29.7% 28.7%

o/w 2P (%) % 26.1% 27.0% 16.4% 18.4% 17.5% 16.9% 16.4% 15.9%

o/w 3P (%) % 31.1% 33.9% 39.7% 38.1% 38.9% 39.3% 39.7% 40.1%

o/w 4P (%) % 10.2% 10.6% 14.2% 11.8% 12.8% 13.3% 14.2% 15.2%

Total RGUs # 143,472 278,314 300,713 285,111 292,888 296,335 300,713 303,168

RGUs / sub # 3.1 3.2 3.4 3.2 3.3 3.3 3.4 3.4

ARPU Global clientes red fija % 20.3% 21.3% 20.3% 22.3% 21.5% 20.5% 20.3% 24.1%

Global ARPU Fixed customers €/month 65.0 65.3 65.2 64.9 65.0 65.3 65.2 65.1

SMEs and Large Accounts Quarterly

KPIs Unit 2014 2015 2016 1Q16 2Q16 3Q16 4Q16 1Q17

Customers # 5,094 11,518 11,193 11,315 11,262 11,224 11,193 11,084

Annual

Annual

Annual

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Euskaltel consolidated - KPIs (ii/ii)

Selected financial information Quarterly

Unit 2014 2015 2016 1Q16 2Q16 3Q16 4Q16 1Q17

Total revenue €m 321.2 349.4 572.9 141.8 144.2 144.4 142.5 139.5

Y-o-y change % -4.1% 8.8% 164.0% 78.2% 75.7% 74.6% 35.7% -1.6%

o/w residential €m 196.2 215.7 373.1 91.3 93.7 95.0 93.1 92.5

Y-o-y change % 0.4% 10.2% 173.0% 86.3% 84.5% 83.7% 45.1% 1.2%

o/w Business €m 93.4 99.3 166.6 42.4 42.8 41.7 39.7 39.0

Y-o-y change % -7.7% 6.3% 167.7% 86.3% 82.5% 83.1% 30.8% -8.1%

o/w Wholesale and Other €m 24.7 25.4 33.2 8.0 7.8 7.7 9.7 8.1

Y-o-y change % -1.7% 0.8% 130.6% 44.3% 39.1% 24.8% 19.6% 0.1%

o/w Other Profit Neutral Revenues €m 6.9 8.9 - - - - - -

Y-o-y change % -20.1% 29.5%

Adjusted EBITDA €m 155.9 167.0 280.6 69.1 70.3 70.2 71.0 68.0

Y-o-y change % 0.5% 7.1% 168.0% 83.2% 83.4% 72.7% 41.0% -1.5%

Margin % 48.5% 47.8% 49.0% 48.7% 48.7% 48.6% 49.8% 48.8%

Capital expenditures €m (42.2) (53.1) (95.9) (21.7) (24.0) (21.8) (28.4) (23.2)

Y-o-y change % 1.7% 25.9% 180.5% 137.8% 161.2% 111.8% 15.8% 7.2%

% total revenues % -13.1% -15.2% -16.7% -15.2% -16.7% -15.1% -20.0% -16.7%

Operating Free Cash Flow €m 113.7 113.9 184.7 47.4 46.3 48.4 42.6 44.8

Y-o-y change % 0.1% 0.2% 162.1% 65.9% 58.7% 59.5% 65.0% -5.5%

% EBITDA % 72.9% 68.2% 65.8% 68.7% 65.7% 69.0% 60.0% 65.8%

Net profit €m n/a 7.237 62.1 14.6 15.6 14.7 17.2 13.2

Annual

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Disclaimer

This presentation (the "Presentation") has been prepared and is issued by, and is the sole responsibility of Euskaltel, S.A. ("Euskaltel" or "the Company"). For the purposes hereof, the Presentation

shall mean and include the slides that follow, any prospective oral presentations of such slides by the Company, as well as any question-and-answer session that may follow that oral presentation

and any materials distributed at, or in connection with, any of the above.

The information contained in the Presentation has not been independently verified and some of the information is in summary form. No representation or warranty, express or implied, is made by

Euskaltel or its affiliate R Cable and Telecommunications Galicia, S.A. (“R Cable” and, together with Euskaltel, the “Euskaltel Group”), nor by their directors, officers, employees, representatives or

agents as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions expressed herein. None of Euskaltel nor R Cable, nor their

respective directors, officers, employees, representatives or agents shall have any liability whatsoever (in negligence or otherwise) for any direct or consequential loss, damages, costs or prejudices

whatsoever arising from the use of the Presentation or its contents or otherwise arising in connection with the Presentation, save with respect to any liability for fraud, and expressly disclaim any and

all liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in connection with the accuracy or completeness of the information or for any of the opinions

contained herein or for any errors, omissions or misstatements contained in the Presentation.

Euskaltel cautions that this Presentation contains forward looking statements with respect to the business, financial condition, results of operations, strategy, plans and objectives of the Euskaltel

Group. The words "believe", " expect", " anticipate", "intends", " estimate", "forecast", " project", "will", "may", "should" and similar expressions identify forward-looking statements. Other forward-

looking statements can be identified from the context in which they are made. While these forward looking statements represent our judgment and future expectations concerning the development of

our business, a certain number of risks, uncertainties and other important factors, including those published in our past and future filings and reports, including those with the Spanish Securities and

Exchange Commission (“CNMV”) and available to the public both in Euskaltel’s website (www.euskaltel.com) and in the CNMV’s website (www.cnmv.es), as well as other risk factors currently

unknown or not foreseeable, which may be beyond Euskaltel’s control, could adversely affect our business and financial performance and cause actual developments and results to differ materially

from those implied in the forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially

from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.

The information contained in the Presentation, including but not limited to forward-looking statements, is provided as of the date hereof and is not intended to give any assurances as to future results.

No person is under any obligation to update, complete, revise or keep current the information contained in the Presentation, whether as a result of new information, future events or results or

otherwise. The information contained in the Presentation may be subject to change without notice and must not be relied upon for any purpose.

This Presentation contains financial information derived from Euskaltel’s audited consolidated financial statements for the twelve-month period ended 31 December 2016; Euskaltel’s unconsolidated

audited financial statements for the twelve-month period ended 31 December 2016 and 31 December 2015; R Cable’s individual audited financial statements for the twelve-month period ended 31

December 2016 and 31 December 2015. Financial information by business areas is presented according to internal Euskaltel’s criteria as a result of which each division reflects the true nature of its

business. In addition, the Presentation contains Euskaltel’s unaudited quarterly financial information for 2015 and 2016 by business areas prepared according to internal Euskaltel’s criteria. These

criteria do not follow any particular regulation and can include internal estimates and subjective valuations which could be subject to substantial change should a different methodology be applied.

Market and competitive position data in the Presentation have generally been obtained from industry publications and surveys or studies conducted by third-party sources. There are limitations with

respect to the availability, accuracy, completeness and comparability of such data. Euskaltel has not independently verified such data and can provide no assurance of its accuracy or completeness.

Certain statements in the Presentation regarding the market and competitive position data are based on the internal analyses of Euskaltel, which involve certain assumptions and estimates. These

internal analyses have not been verified by any independent source and there can be no assurance that the assumptions or estimates are accurate. Accordingly, no undue reliance should be placed

on any of the industry, market or Euskaltel’s competitive position data contained in the Presentation.

You may wish to seek independent and professional advice and conduct your own independent investigation and analysis of the information contained in this Presentation and of the business,

operations, financial condition, prospects, status and affairs of Euskaltel and R Cable. Euskaltel is not nor can it be held responsible for the use, valuations, opinions, expectations or decisions which

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