Apax Funds and Warburg Pincus to acquire T-Mobile Netherlands

LONDON,Sept. 7,2021 --Funds advised by Apax Partners LLP ("Apax"),a leading private equity firm,and Warburg Pincus LLC ("Warburg Pincus"),a leading global growth investor,have today agreed to acquire T-Mobile Netherlands Holding B.V. ("T-Mobile" or the "Company") from Deutsche Telekom AG and Tele2 AB. The transaction values the company at an Enterprise Value of €5.1bn.

T-Mobile,which operates four brands - T-Mobile,Tele2,Ben,and Simpel - is a leading European telecommunications operator. Under the current management team,the Company has become the leading mobile network operator in the Netherlands and the first to offer unlimited and nationwide 5G,as well as becoming the fastest growing operator in fixed broadband market serving around 700,000 broadband customers at the end of Q2 2021.

Both Apax and Warburg Pincus have long-standing experience and strong track-records in the Communications Services and broader Telecommunication,Media,and Technology ("TMT") sector,having invested in companies globally,including in Salt (Apax),Wind Telecom (Apax),TDC (Apax),Ziggo (Warburg Pincus),Inexio (Warburg Pincus) and Community Fibre (Warburg Pincus). The two firms have also worked closely together since 2019 when their respective funds jointly invested in Inmarsat,a mobility-focused satellite operator focused on maritime,aviation and government endmarkets.

Under the new ownership,T-Mobile will become an independent Dutch Company and Apax and Warburg Pincus will look to partner with the management team to support the Company as it continues to focus on innovation and growing its already impressive customer base.

Søren Abildgaard,CEO T-Mobile Netherlands, said: "Today is a big day for us. We are excited about the path ahead and to work together with Apax and Warburg Pincus over the coming years. We are looking forward to continuing our strategy in the Dutch market,offering superior value to our customers. As such,we remain steadfast in our promise to deliver the best possible customer experience,powered by the best mobile network in the world. We have come a long way and repositioned T-Mobile as a winning player by driving innovation and change within the market,being the first mobile operator to offer unlimited and nationwide 5G. I am proud of what we as a team have achieved in the past and believe we are today better positioned than ever for the next chapter."

René Obermann,co-head of Europe and MD of Warburg Pincus Deutschland,said: ''Hats off to the talented people at T-Mobile/Tele2/Ben and Simpel for what they have accomplished! Ultra-fast wireless internet,the most highly regarded customer support and innovative services – at affordable rates. Yet the wireless revolution has only just begun. Over the next decade everyone will be able to remotely participate from anywhere in the world,enjoying an unprecedented virtual experience,and it will be possible for everything to be connected; becoming smarter,more efficient and safer. We will support the company to lead this development and invest even more into people and their skills,next generation networks and digital services,so that customers will ask: ''Waarom kunnen andere telecom bedrijven niet zo goed zijn als T-Mobile?'' ("Why can other telecom companies not be as good as T Mobile?'')

Gabriele Cipparrone,Partner at Apax,said: "T-Mobile fits perfectly with the Apax Funds strategy of investing in innovative companies with solid fundamentals and strong growth prospects. Thanks to the excellent work of its talented management team and employees,T-Mobile enjoys strong brand recognition and has become the leading mobile operator in the Netherlands,with a growing presence in fixed broadband,leveraging future-proof fibre to the home technology. We look forward to supporting the Company to further accelerate growth and become a leading convergent player,by enhancing its network leadership,growing its fibre to the home customer base and delivering a best-in-class customer service."

The transaction remains subject to customary closing conditions,including consultation with employee representatives,and regulatory approvals.

Credit Suisse and Liontree acted as financial advisors,and Freshfields Bruckhaus Deringer and Simpson Thacher & Bartlett acted as legal advisors to Apax and Warburg Pincus.

Media Contacts

T-Mobile Netherlands

T : +316 14 09 66 66

E : pers@t-mobile.nl

Apax

Katarina Sallerfors

T: +44 20 7666 6526

E: Katarina.Sallerfors@apax.com

Warburg Pincus

Jenna Ward,Europe Communications Director

T: +44 20 7306 3805

E: jenna.ward@warburgpincus.com

About T-Mobile Netherlands

T-Mobile Netherlands is one of the largest telecom providers for consumers and businesses in the Netherlands.

T-Mobile Netherlands is different from the status quo,at the heart of society and more than just a telecom provider. It challenges and stops only when everyone is connected. With the brands T-Mobile,Simpel and Ben,customers have access to interactive TV,mobile and fixed internet and calling. T-Mobile's mobile network is the most awarded network in the Netherlands and has been named the best network in the Netherlands by umlaut five times in a row. See www.t-mobile.nl/over-ons

About Apax

Apax Partners LLP ("Apax") is a leading global private equity advisory firm. For nearly 50 years,Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments of more than $60 billion. The Apax Funds invest in companies across four global sectors of Healthcare,Tech,Services and Internet/Consumer. These funds provide long-term equity financing to build and strengthen world-class companies. For further information about Apax,please visit www.apax.com.

Apax is authorised and regulated by the Financial Conduct Authority in the UK.

About Warburg Pincus

Warburg Pincus LLC is a leading global growth investor. The firm has more than $64 billion in private equity assets under management. The firm's active portfolio of more than 205 companies is highly diversified by stage,sector,and geography. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966,Warburg Pincus has raised 19 private equity funds,which have invested more than $94 billion in over 940 companies in more than 40 countries. The firm is headquartered in New York with offices in

Amsterdam,Beijing,Berlin,Hong Kong,Houston,London,Luxembourg,Mumbai,Mauritius,San Francisco,São Paulo,Shanghai,and Singapore. For more information please visit www.warburgpincus.com.