CROWN CASTLE INC.

FIBER REVIEW COMMITTEE CHARTER

(Amended as of March 3, 2024)

The Fiber Review Committee

The By-laws of Crown Castle Inc. (the "Company") provide that the Board of Directors (the "Board") may, by resolution adopted by two-thirds vote of the Board, establish Board committees to whom certain duties may be designated by the Board. The Board has established the Fiber Review Committee (the "Committee") as an ad hoc committee of the Board, and has approved this charter, which sets out the objectives, functions, and responsibilities of the Committee.

Objectives

The Committee shall assist the Board by overseeing and directing the Board and management's review of the strategic and operational alternatives that may be available to the Company with respect to the Company's fiber and small cell business, including but not limited to potential sale, merger, spin-off, joint-venture and financing transactions as well as a range of operational opportunities for improved value-creation (the "Alternatives").

The Committee does not have decision-making authority except where, and only to the extent that, such authority is expressly delegated by the Board, including as described in this charter. The Committee shall convey its findings and recommendations with respect to any Alternatives to the Board for consideration and, where required, decision by the Board.

This charter and the Committee shall be maintained and act, consistent with the terms of that certain Cooperation Agreement, dated as of December 19, 2023 (the "Cooperation Agreement"), by and among Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P., (collectively, "Elliott") and the Company.

Constitution

The Committee shall initially consist of five (5) directors, who shall be P. Robert Bartolo, Anthony J. Melone and Kevin A. Stephens (or, if any such director ceases for any reason to be a member of such committee, such replacement director as shall be elected by the Board), Jason Genrich and Sunit Patel. From and after the initial formation of the Committee, the size of the Committee shall be determined by the Board. The process for selecting replacements for any New Director (as defined in the Cooperation Agreement) is subject to the terms of the Cooperation Agreement.

The Chair of the Committee shall be responsible for convening and calling meetings of the Committee. The Committee may hold meetings telephonically or by videoconference. The Chair of the Committee shall chair all regular sessions of the Committee and be responsible for setting the agendas for Committee meetings. The Committee may also act by unanimous written consent in lieu of a meeting.

Unless otherwise determined by resolution of the Board, a majority of the members of the Committee shall constitute a quorum for meetings of the Committee, and in all other respects, subject to the provisions of this charter, the Committee shall determine its own rules of procedure.

The Company shall pay all fees and expenses incurred by the Committee in discharging its duties.

Authority

The Committee has the authority to, among other things:

1. Retain its own accountants, consultants, financial advisors, lawyers and other advisors (at the expense of the Company) as it may determine, in its sole discretion, are necessary and appropriate.

2.

Request any information it requires from directors, officers, employees and advisors of the Company, all of whom shall be directed to cooperate in a timely manner with the Committee, as it deems necessary.

Functions and Responsibilities

The Committee has the following functions and responsibilities:

  • 1. Oversee and direct the Board and management's review of the Alternatives and provide Recommendations (as defined below) to the Board.

  • 2. Instruct the officers, employees and advisors of the Company to provide assistance to the Committee in connection with the Committee's analysis and review of the Alternatives.

  • 3. In the discretion of the Committee, monitor and supervise matters reasonably related to the foregoing.

  • 4. Evaluate, review and make recommendations with respect to other related matters as may be determined by the Board from time to time.

In connection with its foregoing responsibilities, the Committee shall:

  • A. Initially meet on or prior to January 16, 2024, and thereafter meet periodically as circumstances dictate.

  • B. Promptly after its initial meeting select one or more financial advisors and a management consultant to advise the Committee in furtherance of the Committee's purposes.

  • C. Report to the Board on the activities of the Committee at each Board meeting and at any other time deemed appropriate by the Committee or upon request of the Board.

  • D. Present the Committee's recommendations to the Board based on the conclusions of its review of the Alternatives (the "Recommendations") (it being understood for the avoidance of doubt that Committee members also may share their views and recommendations to the Board regarding matters that may be considered in furtherance of the Committee's purposes). The Recommendations to the Board shall be confidential, non-binding and advisory in nature. For the avoidance of doubt, the Committee's deliberations, materials reviewed, conclusions, communications, findings and recommendations shall be private and kept strictly confidential, including in accordance with the Board's policies.

  • E. Consult with management and the Board with respect to the Company's communications to be issued in connection with the public announcement (the "Review Announcement") of the Board's non-confidential determinations with respect to the Recommendations to be made on or prior to the later of (x) the date on which the Company holds its analysts call with respect to second quarter earnings and (y) ninety (90) days after the date the New CEO takes office (such date in clause (y),

the "Outside Announcement Date"); provided that to the extent that on the Outside Announcement Date (i) the Review Announcement has not yet occurred and (ii) the Company is engaged in active discussions with a third party concerning a potential transaction involving the Company's fiber and small cell business, the Company shall provide an appropriate public update as promptly as practicable after the Outside Announcement Date and shall continue such review process until active discussions with such third party have either culminated in a transaction or terminated.

F. Maintain minutes or other records of its meetings and shall provide regular updates to the Board at the Board's regularly scheduled meetings (or more frequently as requested by the Chair of the Board or as determined by the Chair of the Committee) on its meetings, including the Committee's activities, conclusions, and/or recommendations as appropriate and on such other matters as required by this charter or as the Board may from time to time specify.

Amendments and Termination

This charter shall be amended as determined by the Board, subject to the applicable provisions of the Cooperation Agreement; provided, however, that any proposed change to this charter prior to the end of the Cooperation Period (as defined in the Cooperation Agreement) will require Elliott's prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

The Committee shall remain constituted and this charter shall continue until at least such time as the Board has determined the appropriate course of action with respect to the recommendations of the Committee, if any, or such later date as determined by the Board.

Approved by resolution of the Board on March 3, 2024

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Crown Castle International Corporation published this content on 03 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 16:43:03 UTC.