December 7, 2023

Board of Directors
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024

Dear Members of the Board:

We are writing to you again on behalf of Elliott Associates, L.P. and Elliott International, L.P.
(together, “Elliott” or “we”). Since publicly sharing our views last week on Crown Castle Inc. (the
“Company” or “Crown Castle”), we have had the opportunity to hear from numerous investors,
analysts and industry leaders on the merits of our perspectives and recommendations. The
feedback has been overwhelmingly supportive of significant change at Crown Castle, including
unsolicited feedback from many current and former employees and executives of the Company.
CEO Jay Brown’s Fiber strategy has been universally panned by investors, industry insiders
(including competitors, peers and advisors) and even the Company’s own employees to such an
extent that the Board’s failure of oversight deserves intense scrutiny. In today’s letter, we
summarize this feedback and question what level of underperformance this Board will tolerate
before taking action.

To begin, we think it is important to highlight the extraordinary support for the mere prospect of
CEO and strategy change manifested in Crown Castle’s stock price. In the week following the
release of our materials, Crown Castle’s stock appreciated by 14.5%1. More importantly, Crown
Castle outperformed its direct peers – American Tower and SBA Communications – by 8.4%2,
which stands as the largest week of outperformance for Crown Castle in the last decade.
Crown Castle’s Top 10 Weeks of Outperformance Over Last Decade 2

8.4

5.6
5.1 4.9 4.7 4.4
4.1 4.0 3.9 3.8

12/1/23 11/6/15 12/11/15 9/25/15 4/3/20 2/12/21 3/6/20 2/28/14 1/6/23 10/18/19
Source: Bloomberg

1
Calculated from closing price on November 24th through December 1st, 2023.
2
Relative performance versus equal weighted basket of AMT and SBAC over all Friday to Friday periods.
The magnitude of Crown Castle’s outperformance was so great, it exceeded that of any one-week
relative move over the entirety of Jay Brown’s tenure as CEO, underscoring that the degree of
sentiment shift was truly unique. In effect, Jay Brown’s severe underperformance as a CEO has
made the prospect of his departure his greatest moment of outperformance. Unquestionably, the
investment community has signaled with its capital that change is both necessary and urgent at
Crown Castle.

In terms of the direct feedback that we have received, the commentary has been consistent and
highly critical of the Company and its strategy and leadership, including the apparent lack of
oversight by the Board. We encourage you as directors to have the same conversations, in a format
that allows for candor, and not rely on management’s portrayal of sentiment. Such discussions are
critical to understanding the situation today across constituents: shareholders, equity research
analysts, current and former employees and industry insiders. Since the release of our materials,
we have been inundated with feedback, which can be summarized as follows:

- Industry insiders and advisors broadly acknowledge that Crown Castle paid richly for its
Fiber assets and had minimal understanding of how to operate a Fiber business. (E.g., one
highly regarded industry leader told us bluntly, “Jay overpaid for their Fiber assets and then
didn’t know how to run them. Everyone in the industry knows this.”)

- Current and former employees and executives do not have faith in the leadership of the
CEO and the small number of executives on his team who remain committed to the Fiber
strategy. (E.g., see the “CEO Approval” metric on Glassdoor, which, at 51%, lags the CEO
approval ratings of Crown Castle’s peers by a staggering amount.)3

- The CEO and Board have adopted a head-in-the-sand approach to the Company’s deep and
persistent underperformance. (E.g., one former Crown Castle senior executive told us,
“I’ve watched the Executive Management Team and Board try to conceal and ignore
massive problems for so long that it’s been both shocking and disappointing.”)

- Most important, based on our conversations with our fellow Crown Castle shareholders,
the CEO has thoroughly lost the confidence of the Company’s shareholder base. Across
many discussions with a diverse range of holders, we have not yet identified a single
shareholder who believes Crown Castle’s status-quo strategy is working. (In fact, many
have commented that they have conveyed similar criticisms of the Fiber strategy to Crown
Castle’s leadership team for years and that their concerns have largely been ignored.) Not
a single shareholder has suggested to us that Crown Castle should continue investing more
than $1 billion per year in low-yielding Fiber capex. And not a single shareholder with
whom we spoke has praised Jay Brown as a successful CEO or defended his track record.
(E.g., as one large Crown Castle shareholder told us in a representative comment, “If Jay
is gone, the stock goes up. The math tells you they are a destroyer of value.”)

In addition to these conversations, we have had the opportunity to speak with most of the 24 equity
research analysts who cover the Company, and we have yet to identify a single analyst who
disagrees with our core thesis. These analysts have followed Crown Castle and its industry closely
3
As of this writing, the CEO approval ratings of AMT and SBAC on Glassdoor are 93% and 94%, respectively.

2
for years – in some cases more than a decade – and they speak regularly to the largest investors in
the Company and its peers. Their perspectives reflect not only their own independent analysis, but
also the perspectives they have consistently heard from investors and industry insiders, and they
are therefore a good reflection of broader sentiment toward Crown Castle.

While opinions differ on the best solution (ranging from a Fiber divestiture to a curtailment of
Fiber capex), we believe there is widespread support for a top-to-bottom review of the Fiber
strategy. Thus far, 10 equity research analysts have published reports in response to Elliott’s
renewed call for change, which we believe are uniformly supportive of our perspectives:

- BMO: “We find ourselves largely agreeing with Elliott's views. As outlined in our recent
initiation, we believe CCI's fiber/small cell strategy has been a key driver of its relative
underperformance and valuation discount to peers.”

- Citi: “Taking a step back, we believe Crown has an opportunity to further improve Fiber
segment performance, re-balance capital allocation to improve the annual funding
mechanism for its fiber segment, and retain the previously established long-term objective
of increasing ownership (not just control) of land underneath its strategic towers.”

- Deutsche Bank: “[W]e have increased our price target (and target valuation multiples) to
better reflect the recent change in interest rates, alongside the prospect for potential
changes in CCI's approach to its fiber business in upcoming years.”

- Green Street: “To say the fiber/small-cell business has been a thorn in the side for
Crown Castle would be an understatement. The investment community has nagged
the company for years about its decision not to follow peers into international macro
tower investments and rather invest heavily in an unproven technology.”

- Jefferies: “[A] quick sale of the fiber business should drive immediate upside to the stock
as we believe the market ascribes little value to the fiber business.”

- MoffettNathanson: “From where things stand today, it’s far clearer that the performance
of the fiber segment has underwhelmed. The argument that investments into small cells
and fiber solutions merit greater scrutiny strikes us as much stronger today than it did three
years ago, especially considering the higher cost of capital.”

- Raymond James: “CCI’s Total Shareholder Return (TSR) has significantly lagged that of
AMT and SBAC on 1-year, 3-year, 5-year, and 10-year time horizons, and has been 72%
and 98% lower than AMT and SBAC respectively since current CEO Jay Brown was
promoted from the CFO role. This suggests the poor performance goes beyond just the
impact of rates and into the fundamentals and capital allocation decisions of the
company. And it seems that Elliott has a stronger case and a more receptive investor
audience this time.”

3
 - RBC: “Our impromptu discussions with investors about this matter suggest roughly two
thirds of investors favor a divestiture of the fiber/small cell business, at which point they
believe it would trade roughly at parity with towerco peers on a trading multiple basis.”

- TD Cowen: “Three years have passed, and we’ve seen both lackluster fiber results from
Crown as well as lackluster fiber/small cell results across the industry…A sale of the
fiber/small cell business would result in the best/fastest way toward stock appreciation
given (1) it would provide Crown a solution out of its ‘capital box’, and (2) Crown’s
multiple would climb to reflect the U.S. Towers business.”

- Wells Fargo: “Jay Brown is the primary architect behind CCI's fiber / small cell
strategy, which has underwhelmed since its inception…We agree with Elliott’s
assertion that the CCI strategy is in need of a refresh.”4,5

Across all of these many conversations, the most frequent reaction we have heard can be
summarized as follows: “We agree with you. But why should this time be different than 2020,
and why do you believe that Elliott can facilitate leadership and strategy change?”

This is a very good question and one that we would turn back to the Board. So far, investors have
heard little from the Company in response to Elliott’s published views. However, several actions
since the release of our materials reinforce the perception that the Board’s oversight failures are
ongoing.

For example, one day after the release of our materials (in which we detailed our analysis of the
value-destructive Fiber business), Crown Castle announced that the COO of the underperforming
Fiber business would be made COO of the Tower business as well, after a “monthslong external
and internal search.” Many observers shared with us that “tone deaf” was their immediate reaction
to this news, and we agree. Additionally, on November 29th, TMT Finance reported that Crown
Castle is soliciting bids for a portfolio of land leases under its towers. We, and many others, believe
that this is yet another example of the CEO’s irresponsible financial management – i.e., that Crown
Castle is essentially mortgaging its best assets to fund yet more value-destructive Fiber capex.

Proceeding in this way, in defiance of both sound decision-making and a clearly growing
consensus for fundamental change, would be a profound mistake. While we remain hopeful that
we can align with the Board on a constructive path forward, it is even clearer to us today based on
the feedback we have received that Crown Castle requires CEO change and a robust review of the
Fiber business. The Board’s refusal to act in the face of such overwhelming data and robust support
for change would be a failure of its most basic duty of oversight and stewardship on behalf of
shareholders (in addition to the egregious governance lapses highlighted in our prior letters).

The underperformance of CEO Jay Brown and his Fiber strategy is unambiguous: When we
launched our 2020 campaign, Crown Castle had underperformed its direct peers by an average of

4
It is worth noting that Wells Fargo subsequently upgraded Crown Castle, noting, “The potential for Elliott to enact
change at CCI should be supportive of the stock, including a possible management change and strategic
reassessment of fiber solutions” (emphasis in the original).
5
Emphasis added to quotes.

4
70% during the tenure of this leadership team. That underperformance has now expanded to 85%,
translating into $26 billion of unfulfilled value.6 Yet this Board has remained unwilling to make
the right decision and change course, leaving us and other investors wondering:

Having been warned three years ago that the Fiber strategy was the road to value
destruction, and having watched that destruction take place and done nothing, how much
more value destruction will this Board permit before finally taking action and changing the
leadership of Crown Castle?

If the current Board is unwilling to take this necessary step, we will nominate a new Board that
will. And based on the feedback we have received, we are confident that shareholders will choose
a Board with a greater commitment to shareholder stewardship and best-in-class governance. We
look forward to your response and meeting in the near future.

Best regards,

Jesse Cohn Jason Genrich

Managing Partner Senior Portfolio Manager

6
Calculated from June 1st, 2016 through close of trading on day prior to public launch (July 2nd, 2020 for 2020
campaign and November 24th, 2023 for current campaign).