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Year ending June 2017 presentationPresenter: Liliana Solomon, Chief Financial OfficerDate: 18th September 2017

This presentation has been prepared by and is the sole responsibility of Arqiva Group Limited and its subsidiaries (the “Company”) and is the sole responsibility of the Company and has been prepared for information and update purposes in respect ofthe Company’s secured debt programmes only (and has not been prepared in any other context) and does not constitute or form part of a prospectus or offering memorandum or of any offer for sale or subscription of, or solicitation of any offer to buy orsubscribe for, any securities nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This presentation has not been verified and no representation or warranty, either express or implied,is given or made by any person in relation to the fairness, accuracy, completeness, correctness or reliability of the information or any opinions contained herein and no reliance whatsoever should be placed on such information or opinions. Noresponsibility or liability is or will be accepted by the Company as to or in relation to the accuracy, sufficiency, completeness or correctness of this document or the information forming the basis of the document or for any reliance placed on thedocument by any person whatsoever. No representation or warranty, expressed or implied, is or will be made as to the achievement or reasonableness of, and no reliance should be placed on, any projection, targets, estimates, forecasts and nothing inthis document should be relied on as a promise or representation as to the future.

The financial information set forth in this presentation has been subjected to rounding adjustments for ease of presentation. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the totalfigure given for that column or row. Furthermore, percentage figures included in this presentation have not been calculated on the basis of rounded figures but have been calculated on the basis of such amounts prior to rounding.

This material should not be regarded by recipients as a substitute for the exercise of their own judgement and assessment. Any opinions expressed in this material are subject to change without notice and neither the Company nor any other person isunder any obligation to update or keep current the information contained herein. This material, which does not purport to be comprehensive, has not been independently verified by the Company or any other party. The document does not constitute anaudit or a due diligence review and should not be construed as such.

Certain information and statements constitutes "forward-looking statements". These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors of the Company’s beliefsand expectations and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors: actions or decisions by governmental and regulatory bodies, or changes in theregulatory framework in which the Company operates; changes or advances in technology and availability of resources such as bandwidth spectrum, necessary to use new or existing technology, or consumer preferences regarding technology; thechanging business or other market conditions and the prospectus for growth anticipated by the management of the Company; the Company’s ability to realise the benefits it expects from existing and future projects and investments it is undertaking orplans to or may undertake; the Company’s ability to develop, expand and maintain its telecommunications infrastructure; the Company’s ability to obtain external financing or maintain sufficient capital to fund existing and future investments and projects;the Company’s dependency on only a limited number of key customers for a large percentage of its revenue; and expectations as to revenues under contract. These and other factors could adversely affect the outcome and financial effects of the plansand events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The Directors disclaim any obligation to update their view of such risks and uncertainties or to publicly announce the result ofany revisions to the forward-looking statements made herein, except where it would be required to do so under applicable law. Past performance should not be taken as an indication or guarantee of future results.

Certain industry and market data in this presentation was obtained from various external sources that the Company believes to be reliable, but the Company has not verified such data with independent sources and there can be no assurance as to theaccuracy or completeness of the included information. Accordingly, the Company makes no representation as to the accuracy or completeness of that data, and such data involves risks and uncertainties and is subject to change based on variousfactors.

No representation or warranty, expressed or implied, is or will be made and, save in the case of fraud, law or other regulation may restrict the distribution of this document in certain jurisdictions. Accordingly, recipients of this material should informthemselves about and observe all applicable legal and regulatory requirements. Any failure to comply with any applicable restrictions may constitute a violation of the laws of such other jurisdiction. This document does not constitute an offer to sell orpurchase or an invitation or solicitation of an offer to subscribe for or purchase securities in any jurisdiction and is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation toacquire any securities of the Company. Nothing herein shall be taken as constituting the giving of investment advice. To the fullest extent permitted by law, neither the Company nor any of its affiliates, officers, agents, employees or advisors, accept anyliability whatsoever for any loss arising from any use of, or reliance on this presentation.

In the United Kingdom, this presentation is being distributed only to, and is directed only at: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, as amended (the Order); and/or (ii) high net worth entities falling within Article 49 of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to asrelevant persons).

By attending and/or reading this presentation you agree to be bound by the foregoing limitations and conditions.

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Disclaimer

Contents

B

C

D

Executive summary

Divisional review

Detailed financials

Financing

A

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4

Executive summary

Note: Revenues and EBITDA shown relate to Arqiva Broadcast Parent Limited and Arqiva Group Parent Limited for the full year to 30 June 2017. Divisional EBITDA figures exclude central corporate overhead costs of £(46)m. Total EBITDA for the ABPL/AGPL is £474m including these corporate costs. The equivalent EBITDA for Arqiva Group Limited (Arqiva’s top company) was £467mSource: Arqiva company information1. Sole provider of Managed Transmission Services and Network access for digital terrestrial television.2. Terrestrial Broadcast (TB) revenue is post-intercompany TB / Digital Platforms (DP) eliminations

Telecoms & M2M Satellite & Media

TelecomsLeading independent provider of

wireless sites, outdoor small cells-as-a-service and DAS

M2MGas & electricity smart meters,

water smart meters and Low Power Wide Area IoT (e.g. Sigfox)

Satellite & MediaLeading UK teleport operator and

media management provider

Terrestrial BroadcastTV and radio broadcast and

infrastructure services

Digital PlatformsLeading provider of Freeview

channels for broadcasters

Terrestrial Broadcast

EBITDA£329m

EBITDA£155m

EBITDA£35m

Revenue2

£273mRevenue£176m

Revenue£297m

Revenue£49m

Revenue£147m

Sole provider1 Number 1 position Independent number 1 A market leader A market leader

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Arqiva at a glance

Key financials Full year to June 17 results

Full year to June 16 results

Year on year change

Revenue £941m £884m 6%

EBITDA1,3 £474m £428m 11%

Working capital £45m £(49)m n.m

Capital expenditure £(161)m £(163)m 1%

Net cashflow after working capital and capex2

£328m £203m 62%

Senior net debt £2,448m £2,464m 1%

Senior leverage3 5.10x 5.75x

Senior Cashflow4 ICR 2.53x 2.31x

Strong organic growth in earnings and cashflow

Notes 1. “EBITDA” refers to earnings before interest, tax, depreciation and amortisation and excludes exceptional costs2. “Net cashflow after working capital and capex” above includes exceptional costs3. For covenant reporting purposes senior leverage is calculated based on an EBITDA of £480m (FY 16: £428m on a covenant adjusted basis) and senior net debt as per values shown above4. For the purposes of senior cashflow ICR cashflow is defined as EBITDA as per note 3 above less: maintenance capex, net corporation tax paid and issuer profit amount payable

Summary• Revenue up 6% year on year due to new DTT channel sales, 700 MHz

Clearance ramp up, DAB rollout, higher Smart Metering revenues, site share and growth in 4G installation services. Prior year includes revenues from non-core business areas that were disposed of. Excluding these disposals, revenue growth from continuing operations was 9%.

• Reported EBITDA up 11% year on year due to growth in revenuessupported by an increasingly efficient cost base

• Net free cashflow after working capital and capex up 62% year on year principally due to strong EBITDA growth and a positive movement in working capital driven by advance cash receipts in connection with smart metering and 700 MHz clearance

• Senior financial covenants improve year on year due to better EBITDA performance and improved working capital movement

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Financial summary

Contracted orderbook

Customer portfolio

% of expected FY18 revenues contracted at the start of the year

c90%

Telecoms

Satellite

Digital Platforms

Terrestrial Broadcast

M2M

Business unit

Inflation linkage

Partial

Partial

CustomersTypical contract length

TV: up to c.20 years

Radio: 8 – 12 years

3 – 6 years

7 – 10 years

c.15 years

3 – 5 years

Public Service Broadcasters

Diverse, blue-chip customer base across all business divisions, including all the UK’s PSBs and MNOs

Established relationships demonstrating the importance of Arqiva’s assets and infrastructure to these businesses

Diverse, blue-chip customer base across all business divisions, including all the UK’s PSBs and MNOs

Established relationships demonstrating the importance of Arqiva’s assets and infrastructure to these businesses

Established relationships with blue-chip customersEstablished relationships with blue-chip customers

Long-term contracts provide strong, stable and predictable cashflows, with a demonstrable track record of renewals

Long-term contracts provide strong, stable and predictable cashflows, with a demonstrable track record of renewals

High revenue visibilityHigh revenue visibility

£5.5bn

Jun-17

Current orderbook

Our orderbook stands at £5.5bn as at 30 June 2017 and drives our recurring revenue base

The Group added £0.3bn through new contracts and renewals during the financial year

Key additions included installation services, DAB, 700 MHz Clearance and channel renewals

The Group added £0.3bn through new contracts and renewals during the financial year

Key additions included installation services, DAB, 700 MHz Clearance and channel renewals

New additions in the yearNew additions in the year

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Activity Update

Delivery

Terrestrial Broadcast

• 700 MHz spectrum clearance on schedule with a significant amount of infrastructure modification works now taking place on site.• Arqiva DTT multiplex - main national multiplexes had capacity of 31 videostreams all of which are utilised• Digital Audio Broadcasting (DAB) network rollout coverage at 97% and 91% for the BBC and commercial local DAB respectively.

Telecoms

• 5G trials - Europe’s first ever 5G Fixed Wireless Access trials launched in London in July 2017.• 4G rollout - completed circa 6,787 4G upgrades for MNOs up to 30 June 2017 since rollout began in 2014.• Small cells – commercial orders agreed with one MNO. Initiatives being developed to make deployment easier and cheaper to drive

additional scale onto the market.• WiFi business – disposed of in November 2016.

M2M

• Smart energy metering - North - service went live in November 2016 and 92% network coverage achieved to date.• Smart water metering – Thames Water network is live and over 195,000 smart water meters deployed as at 30 June 2017. Anglian

Water trial went live in December 2016 with over 5,600 smart water meters installed as at 30 June 2017.• Internet of Things (IoT) – The Group is targeting the use of its existing M2M networks in key sectors such as utility infrastructure

operations, asset management optimisation and smart building enablement.

Satellite and Media

• Margin management - Implementation of technology improvements within existing capacity enabled the Group to create the equivalent ofa new transponder’s worth of capacity.

Corporate

FutureFit • In the twelve month period to 30 June 2017, ‘FutureFit’ had delivered £29m of gross savings, of which £22m are recurring.

November 2016 refinancing

• Successful completion of refinancing establishing £1.1bn of new facilities and loans which extended and simplified the Group’s financing arrangements.

Credit ratings • The Group's ratings remained the same throughout FY17. Subsequent to the financial year end, Fitch ratings revised their outlook on both the senior and junior notes from negative to stable.

Shareholder strategic review

• In May 2017 the Group announced that its shareholders are jointly undertaking a strategic review of their investment in Arqiva, which maylead to a transaction involving their interests in the Company. There is no certainty that the strategic review will result in any transaction.There is no update at this point and further announcements will be made as and when appropriate.

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Highlights from the year

Market developments Update and/or implications for Arqiva

Data growth, M2M and IoT connections

• Average monthly mobile data use and subscriptions have continued to increase.1• Demand for data is expected to grow by 43% pa between 2016 and 20212. MNO networks are critical to support the forecast data

explosion• The UK Government continues to support smart grid initiatives• Internet of Things (‘IoT’) connections is forecast to grow 36% pa between 2016 and 20243

UK Government ambitions for next generation mobiletechnologies

• In March 2017, the UK Government released its “5G Strategy” document which laid out the ambition and actions required by theGovernment to create an environment that positions the UK as a “global leader in the next generation of mobile technologies and digitalcommunications”. The report further states that to deliver the high speed, high capacity capabilities of 5G will likely require a significantnumber of small cells to be deployed. Arqiva is fully committed and well-placed to support the UK in its efforts to become 5G readygiven its recent launch of its 5G FWA trial.

BBC Charter renewal in 2017

• The BBC’s new Charter commenced on 1 January 2017. It is an 11 year charter which gives the BBC the ability to make longer termdecisions.

• No impact on DTT. Consultation on digital radio switchover date to be determined once coverage criteria are met.

Robust demand for DTT/hybrid and DTT/broadband services

• DTT-only households make up the largest number of homes in the UK, and rose to the 11 million mark for the first time as at December 20162. Freeview Play currently backed by more than 20 leading brands. The platform is the most widely adopted service by manufacturers for catch-up TV in the UK. Since launch, 1.5 million Freeview Play devices have been sold.

• Advertising revenues have remained robust indicating DTT remains highly relevant to advertisers• Steady demand for live broadcast TV (73%1 viewing share) and ongoing support for the PSB environment.• Hybrid platforms underline popularity of DTT as a core free-to-air linear foundation to which a variety of OTT services can be added.

DAB receiver ownership and listening share continues to increase

• Average weekly radio listening in the UK remained at 21 hours in 2016.1• Overall digital listening across all platforms reached 49%. DAB continues to grow and is the biggest digital platform, accounting for

71% of all digital listening.4• Percentage of adults owning a DAB set in the home has increased from 38% in 2011 to 57% in 2017.1• No date has been set for analogue switch off. Arqiva continues to receive revenues for both DAB and analogue services.

Sources: 1. Ofcom Communications Market Report August 2017; 2 Cisco – VNI mobile forecasts 2016-2021 ; 3 Cambridge Consultants – Review of latest developments in the Internet of Things; 4. BARB (as at 30 June 2017); 5. “A 5G Strategy for the UK”

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Key developments in our market

Divisional review

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700 MHz spectrum clearance on schedule

• Arqiva continues to earn revenues and cashflows fromprogramme delivery

• Programme remains on schedule

Channel sales on DTT multiplexes

• Arqiva had capacity of 31 videostreams on its mainmultiplexes, all of which were utilised and had sold newchannels on its DVB-T2 (HD enabled) multiplexes

• HD services also being broadcast on Freeview usingArqiva DVB-T2 multiplexes

DAB radio rollout progressing

• BBC UK DAB and commercial local DAB networkcoverage increased to 97% and 91% respectively

Continued development of DTTplatform

• Reinforce DTT's long term market leading position in the UK• Be at forefront of DTT proposition development including building a

hybrid DTT / IP platform for a ‘pay-lite’ audience base • Expand HD channel selection and support introduction of new

channels maximising Arqiva owned DTT Multiplex utilisation levels700 MHzdelivery

• Manage seamless execution of 700 MHz programme and meettarget of May 2020 completion

DAB

• Strengthen the DAB platform through network expansion and increasing channel choice

• Increase radio channel sales and maintain high DAB Multiplex capacity utilisation

Service excellence

• Focus on maintaining high levels of service enjoyed by all customers of our networks

Strategy Operation delivery

Orderbook additions Revenue analysis

• Overall year on year growth driven bynew DTT channel sales, DAB rollout,700 MHz Clearance programme andRPI linked increases on broadcastcontracts

• Terrestrial Broadcast orderbook stands at at £3.8bn

• Orderbook additions of £0.1bn in the year related to DAB, 700 MHzclearance and Digital Platform channel renewals

Terrestrial Broadcast update

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6% growth

Strategy Operation delivery

Orderbook additions Revenue analysis

• Year on year growth driven byinstallation service activities, siteshare upgrades and smart meteringpartially offset by impact of SecureSolutions business disposal

• Telecoms & M2M orderbook stands at £1.4bn

• Orderbook additions of <£0.2bn in the year related to installationservices, site share upgrades, smart energy metering change requestsand smart water metering

Telecoms & M2M update

Mobile towers• Strengthen Arqiva’s position as leading independent tower

provider by increasing number of sites and maintaining longterm contracts with MNOs

Small cells and in-building DAS

• Be a leading UK provider of small cells by leveraging Arqivastreet infrastructure exclusive concessions gained in primelocations and develop indoor distributed antenna systems(DAS)

Smart meters and M2M business

• Grow the value of our M2M business

5G • Europe’s first ever 5G FWA trials launched in London in July 2017• Additional 28GHz spectrum licence acquired from Luminet in summer 2017

Small cells and DAS

• Received first commercial orders for roll-out of small cells• 15 year agreement made in July 2017 to deliver 4G connectivity at

Bluewater Shopping centre using DAS• Secured a further three London Borough concessions in Kingston Upon

Thames, Lambeth and Waltham Forest

Smartand M2M

• Smart North – service went live in November 2016 and 92% networkcoverage achieved to date

• Thames Water smart meters - network is live and over 195,000 smartwater meters deployed to date

• Anglian Water smart meters – trial went live in December 2016 with over5,600 smart water meters installed to date

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9% growth

Strategy Operation delivery

Orderbook additions Revenue analysis

• Revenue growth was driven by new HDchannel sales, a new agreement with AlJazeera Media Network for globalteleport and distribution services, andforeign exchange gains partially offsetby exiting certain low margin contracts

Satellite and Media update

Efficient operations

• Continue to develop “Service Excellence” initiative to driveoperational efficiency whilst delivering industry leading service

• Create new saleable capacity through improved compressionMargin improvement

• Focus on maintaining high asset utilisation and higher marginservices

UKDTH growth • Drive incremental UK DTH growth from demand for HD channelsInternational markets

• Drive growth from provision of Managed Services acrossinternational markets using UK infrastructure

Expand media management and IP capability

• Continued expansion of media management capability includingvideo-on-demand, streaming, metadata management and otherOTT services; increasingly operating off a virtualisedenvironment which offers customers greater speed to marketand flexibility and incurs lower capex for Arqiva

UK DTH growth

• Achieved growth of HD channels from CNN, BT Sports, Bloombergand others

• Renewal agreement reached on more flexible terms with Eutelsatin July 2017 for high-power transponders at 28° East for provisionof DTH services

Margin management

• Exited the Hotbird satellite market, which was subject to structuraloversupply, resulting in margin improvement

• Implementation of technology improvements within existingcapacity enabled the Group to create the equivalent of a newtransponder’s worth of capacity

IP and OTT• Suite of new cloud based IP and OTT products launched, including

remote and pop-up play-out as well as IP Streaming, by building offthe capability introduced from the Capablue acquisition in 2014

• Satellite and Media orderbook stands at £0.2bn

• Orderbook additions of <£0.1bn in the year related to numerous renewals

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2% growth

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Detailed financials

5% CAGR

Key highlights• Revenue growth over three years has been driven by DAB rollout, Digital Platforms, and 700 MHz Clearance, installation services, site share and smart metering,.• EBITDA growth over the same period has been driven by revenue growth and cost savings as a result of company wide transformation and FutureFit initiatives. Key

drivers by division are as follows:• Terrestrial Broadcast revenues and EBITDA continue to grow underpinned by long term TV and radio contracts, DAB rollout, Digital Platforms capacity

increase and high utilisations, and progress 700 MHz clearance programme.• Telecoms & M2M:

o FY 17 has seen strong growth in higher revenues in site share business coupled with M2M, installation service activities and also underpinned by a steppedincrease in smart metering revenues and earnings.

• Satellite and Media is stable and continued focus on higher margin services and cash generation• Corporate costs have remained flat over the past two years whilst supporting strong revenue growth with an efficient cost base.

6% CAGR

6% CAGR

7% CAGR

(2)% CAGR

5% CAGR

2% CAGR

4% CAGR

11% CAGR

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Results driven by growth in continuing operations

(£m, FY-end 30 June) 2017 2016 %ABPL and AGPL (Junior and Senior)

Revenue 941 884 6%

Cost of sales (354) (344) (3)%

Gross Profit 588 541 9%

Operating expenses (114) (112) (2)%

EBITDA* 474 428 11%

Exceptional costs (30) (14) (117)%

Depreciation (142) (128) (10)%

Amortisation (13) (10) (22)%

Share of results of associates and joint ventures and other income 1 0 (200)%

Operating profit 291 276 5%

Key highlights• Revenue 6% up year on year due to new DTT channel sales, 700

MHz Clearance ramp up, DAB rollout, higher Smart Metering revenues, site share and growth in 4G installation services. Prior year includes revenues from non-core business areas that were disposed of. Excluding these disposals, revenue growth from continuing operations was 9%.

• Gross profit 9% up year on year due to strong revenue growth andimprovements in efficiency of service delivery

• EBITDA 11% up year on year due to growth in revenues supported byan increasingly efficient cost base

• Exceptional costs up year on year due to reorganisation costs arisingfrom the Group’s FutureFit initiative, disposals and refinancing

• Depreciation 10% up year on year due to increase in tangible assetbase driven by capex and accelerated depreciation on certain contractsincluding 700 MHz

• Amortisation up 22% year on year due to increase in underlyingintangible asset base and the accelerated amortisation of certain assetslinked to the Group’s IT transformation

• Operating profit 5% year on year due to EBITDA growth partiallyoffset by increased exceptional costs, depreciation and amortisation charges

Income statement summary (1)

*“EBITDA” refers to earnings before interest, tax, depreciation and amortisation. For covenant reporting purposes EBITDA is reported as £480m (FY 16: £428m)

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(£m, FY-end 30 June) 2017 2016 2017 2016ABPL (Junior) AGPL (Senior)

Operating profit 291 276 291 276

Interest receivable and similar income 4 1 4 1

Net bank loan and other interest (231) (225) (174) (168)

Other net interest (34) (33) (30) (29)

Other gains and losses (113) (0) (113) (0)

Exceptional other gains and losses (21) 14 (21) 14

Loss on ordinary activities after external interest (104) 34 (43) 95

Interest payable to parent undertakings (93) (85) (136) (129)

Loss on ordinary activities before taxation (197) (50) (179) (34)

Tax 0 0 0 0

Loss for the financial year (197) (50) (179) (34)

ABPL key highlights• Net bank loan and other interest £6m up year on year

due to higher rates and phasing of new swap instruments restructured as part of November 2016 refinancing, and annual margin step-up on the Group’s former bank facilities prior to refinancing

• Other gains and losses (non-cash) of £(113)m - £104m as a result of movements in the fair value of swaps. This loss was principally due to changes in market yields and credit spreads. A further £8m loss arose from foreign exchange movements on foreign denominated debt instruments, but this is hedged in cashflow terms. These charges are entirely non-cash.

• Exceptional other gains and losses of £(21)m included close out of swap arrangements relating to November 2016 refinancing and a loss on disposal of WiFi business in November 2016

• Interest payable to parent undertakings £8m up year on year due to the additional interest on higher interest accrued and outstanding balances

• Accounting loss of £(197)m principally due to £413m of non-cash items including depreciation, amortisation, other gains and losses, interest payable to parent undertakings and other net interest charges. Excluding the non-cash charges results in an adjusted profit of £217m

Income statement summary (2)

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(£m, FY-end 30 June) 2017 2016 2017 2016ABPL (Junior) AGPL (Senior)

EBITDA 474 428 474 428Exceptional costs and other (30) (13) (30) (13)Working capital 46 (49) 46 (49)

Net cash inflow from operating activities 490 366 489 366

Net capital expenditure and financial investment (161) (163) (161) (163)

Net cash flow after working capital and capex 328 203 328 203

Disposals 23 16 24 16

Net interest paid and financing charges (237) (231) (180) (174)

Principal accretion on ILS (53) (26) (53) (26)Refinancing costs (45) - (45) -

Net cash flow before financing 16 (38) 73 19

Movement in external borrowings (19) 5 (19) 5

Financing - parent undertakings - - (57) (57)

(Decrease) in cash (4) (34) (3) (34)

Cashflow summary

ABPL key highlights• Net cash flow after working capital and

capex £126m up year on year principally due to strong EBITDA growth and a positive working capital driven by advance cash receipts in connection with smart metering and 700 MHz clearance

• Disposals relate to proceeds in connection with WiFibusiness. The prior year related to payphones business

• Net interest paid £6m up year on year as explained for P&L movement

• Principal accretion on ILS £27m up year on year due to higher year on year inflation

• Refinancing costs of £(45)m related to cashflowon close out of swaps, debt issue costs and swap option termination proceeds following the November 2016 refinancing

• External borrowings relate to net repayment of £19m bank facilities

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Note - Growth capex also includes cash sales of fixed assets and change in capital creditors as shown in the table opposite

Growth capex breakdown:FY16 FY17

• Smart metering – energy and water £63m £61m

• Terrestrial engineering incl 700 MHz Clearance £10m £40m

• Radio £37m £12m

• Satellite and Media £13m £12m

• Telecoms £19m £3m

• Other smart M2M £1m £0m

• Net other £9m £15m

Contracted and non-contracted growth capex £151m £143m

• Capital creditors/accruals £(3)m £(4)m

• Sales of fixed assets £(6)m -

Net Growth capex (as per chart)

£143m £139m

Capex

Growth capex Maintenance capex

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30 Jun ‘17 30 Jun ‘18September 2016

certificate (projected)

September 2017 certificate (actual) September 2017

certificate (projected)

EBITDA* £441m £480m £510m

Senior net debt £2,440m £2,448m £2,397m

Senior leverage 5.53x 5.10x 4.70x

Junior leverage N/A 6.29x N/A

Senior ICR 2.29x 2.53x 2.66x

Junior ICR N/A 1.92x N/A

Key highlights

• Senior financial covenants better than guidance for year ending 30 June 2017 principally due to a better than forecast EBITDA performance and strong cashflows driven by improved working capital movement

Covenant reporting and guidance

Note – All financials are reported as per covenant reporting definitions*“EBITDA” refers to earnings before interest, tax, depreciation and amortisation and is reported as per covenant reporting definitions.

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21

Financing

As at 30 June 2017 £m Maturity Structure LeverageSENIOR

Public Bonds (BBB/BBB) 1 400 Dec-32

Public Bonds (BBB/BBB) 1 350 Jun-35 (exp. Jun-20)

Public Bonds (BBB/BBB) 1 164 Dec-37(exp. Jun-30)

USPP 1 – USD tranche 2 236 Jun-25

USPP 1 – GBP tranche 163 Jun-25

USPP 2 300 Jun-29

EIB Loan 190 Feb-38 (exp. Jun 24)

Institutional Term Loan 180 Feb-38 (exp. Dec 23)

Capex and working capital facility 86 Mar-21

Tranche 1a term loan 155 Dec-24 (exp. Jun-20)

USPP 3 219 Dec-29

TOTAL DRAWN SENIOR DEBT4 2,442 5.10x EBITDA3

JUNIOR

Junior Notes (B- / B3)5 600 Mar-20

TOTAL DRAWN DEBT 3,042 6.29x EBITDA3

Note – all values are reported at their carrying value unless specified otherwise1. Fitch / S&P2. Sterling equivalent of US $358 in principal amount, swapped into sterling at an exchange rate of US $1.523. Net leverage as per the latest covenant compliance certificates published September 2017, as at 30 June 20174. Total drawn senior debt on this page represents gross debt. On a covenant reporting basis, gross debt is adjusted for finance leases and the deduction of total cash balances to arrive at a reported

senior net debt value in the certificate of £2,448m

WBS Platform

Arqiva debt position

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Inflation linked swaps (ILS)► ILSs convert fixed rate liabilities into inflation linked liabilities

► ILSs match inflation exposure as seen in Arqiva’s revenue contracts

► Coupon and principal amount accrete with RPI

► ILSs are overlaid on fixed rate bond and fixed rate PP debt

Notional c. £1.3bn

Maturity 2027

Fair value £(843m)

Seniority Super senior to senior debt (but carries no voting or enforcement rights)

£1.1bn notional has no mandatory break £0.2bn notional has break in 2023

[1]

1. IFRS risk adjusted mark to market reported as at 30 June 2017

Long term structural hedge – no crystallisation of MTM if not terminated early

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Arqiva has interest rate swaps covering £1,023m of notional principal value of which all are in WBS

All breaks removed following November 2016 refinancing

All swaps now restructured to match underlying EIB, ITL, USPP2 and USPP3/bank term loan floating rate facilities

Interest rate swaps (IRS)

Platform Notional Maturity Underlying Debt Fair value

WBS £353m 2027 USPP3/Tranche 1a £(116)m

WBS £180m 2024 ITL £(54)m

WBS £190m 2024 EIB £(69)m

WBS £300m 2029 USPP 2 £(127)m

Total £1,023m £(366)m

1. IFRS risk adjusted fair value reported as at 30 June 2017

[1]

Long term structural hedge – no crystallisation of MTM

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[1]

Financial covenant ratios and senior trigger events

Ratios (maintenance tests)Forward and backward looking

Historic(Jun 17)

Projected (Jun 18)

Trigger Threshold Consequence of Trigger Event of Default

Threshold

Senior Net Debt to EBITDA Ratio 5.10x 4.70x Trigger: 6.50x 7.50x (Historic test)

Senior Cashflow DSCR 2.53x 2.47x Trigger: 1.30x 1.05x (Historic test)

Senior Cashflow ICR 2.53x 2.66x Trigger: 2.0x 1.55x (Historic test)

Junior leverage 6.29x N/A

Senior Trigger Event:

Distribution lock-up

1. As at 30 June 2017, £86m of the working capital facility was drawn.

£m MaturityFacilityCapex facility 2502 March ‘21Working capital facility 140 March ‘21Senior liquidity facility 250 364 day (renewable)

Liquidity facilities

Covenant summary

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Q&A

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