Citi Global Internet, Media &

Telecommunications Conference
January 7, 2014
Safe Harbor
Caution Concerning Forward-Looking Statements
Various remarks that the Company make about Vonage Holdings Corp. future expectations, plans and prospects, including concerning
growth priorities, including new products and related investment and sales channels, revenues, cost of telephony services, the Companys
repurchase plan, and other statements, constitute forward-looking statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. The forward-looking statements are based on information available at the time the statements are
made and/or management's belief as of that time with respect to future events and involve risks and uncertainties that could cause actual
results and outcomes to be materially different. Important factors that could cause such differences include but are not limited to: the
competition we face; our ability to adapt to rapid changes in the market for voice and messaging services; our ability to retain customers
and attract new customers; our ability to establish and expand strategic alliances; governmental regulation and related actions and taxes in
our international operations; increased market and competitive risks, including currency restrictions, in our international operations; risks
related to the acquisition or integration of businesses or joint ventures including the risks related to the integration of Vocalocity; our ability
to obtain or maintain relevant intellectual property licenses; intellectual property and other litigation that have been and may be brought
against us; failure to protect our trademarks and internally developed software; security breaches and other compromises of information
security; our dependence on third party facilities, equipment, systems and services; system disruptions or flaws in our technology and
systems; uncertainties relating to regulation of VoIP services; liability under anti-corruption laws; results of regulatory inquiries into our
business practices; fraudulent use of our name or services; our ability to maintain data security; our dependence upon key personnel; our
dependence on our customers' existing broadband connections; differences between our service and traditional phone services, including
our 911 service; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if
required; any reinstatement of holdbacks by our vendors; our history of net losses and ability to achieve consistent profitability in the future;
the Company's available capital resources and other financial and operational performance which may cause the Company not to make
common stock repurchases as currently anticipated or to commence or suspend such repurchases from time to time without prior notice;
and other factors that are set forth in the Risk Factors section and other sections of Vonages Annual Report on Form 10-K for the year
ended December 31, 2012, in the Companys Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. While the Company
may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, and
therefore, you should not rely on these forward-looking statements as representing the Company's views as of any date subsequent to
today.

Non-GAAP Financial Measures

This presentation contains non-GAAP financial measures (including adjusted earnings before interest, taxes, depreciation and amortization
(adjusted EBITDA) and free cash flow, as defined in Regulation G adopted by the SEC. The Company provides a reconciliation of these
non-GAAP financial measures to the most directly comparable financial measure at the end of the presentation and in the Company's
quarterly earnings releases, which can be found on the Vonage Investor Relations website at http://ir.vonage.com.

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About Vonage

Leading Provider of High-Quality Voice and Messaging Services over Broadband Networks

Residential, mobile, small office/home office and SMB products

Markets 2.5 million total customer lines
23,000 Vocalocity SMB customers

Compelling Unlimited calling to 60+ countries for flat rate through Vonage World
Value Targeted international plans; BasicTalk low-end domestic plan
Proposition Comprehensive SMB solutions with rates 40-50% below traditional carriers

VoIP & Proprietary IP-based network with scale and low termination rates
Mobile Mobile Extensions widely adopted by customer base
Platforms Vonage Mobile app with free talk, text, video calling and voicemail

Attractive Direct margin1 at ~70%

Business Capex <5% of revenue
Model Low-cost debt (<4%) leverage of 0.6x; $750 million in NOLs

1) Direct margin is defined as operating revenues less direct cost of telephony services and direct cost of goods sold as a percentage of operating revenues.

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 Strategic, Financial and Operational Turnaround
Enables Investment in Growth
Dramatic Improvement in
Adjusted EBITDA1
Growth Initiatives

($M)

$156
$168 Target Markets:
$150
$119 Core North America
- International Long Distance
$54 - BasicTalk
$50
International Expansion
($46) Est.
2007 2008 2009 2010 2011 - Brazil $355
Mobile Billion3
($50)

Structural Cost Reductions2 -Extensions

Network & Domestic Termination 63% -Vonage Mobile App
International Termination Rates 30%
SMB
Customer Care Costs $50 million
Interest Expense $43 million - Vocalocity
1) This is a non-GAAP financial measure.
2) Change from 2008-2012 for Network and Domestic Termination, ILD and Customer Care Costs. Interest expense change from 2010-2012.
3) BMI Telecommunications report , TRAI Nov 2012; ILD Telegeography 2009; Mobile Portio Research February 2012,; Roaming Juniper Research Oct 2012

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Meaningful Progress on Objectives in 2013

Launched BasicTalk brand nationwide and deployed in

all WalMart stores
Shifted marketing investment from mass-reach vehicles to
more efficient "live" selling channels
Positive Net Lines
Mobile Service penetration at 87% of international callers
Brazil JV on track to launch in 2Q, 2014
Acquired Vocalocity, a leading provider of hosted VoIP to SMBs
Enhanced Senior Leadership Team

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Strengthening Customer Base through Penetration of
ILD and Low-end Domestic Market with BasicTalk
Core and International Long Distance Calling Base
Replicate success with callers to India and the
Philippines in Hispanic and other segments
Continued optimization of marketing and
distribution, emphasizing digital and low-cost in-
person channels
Maintain stable churn in premium domestic base
and replace cost-efficiently

BasicTalk
Drive growth after successful launch and
brand building
Potential to expand distribution and features
Attracting wireless-only customers as a
complement to cell phone
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 International Expansion into Brazil

Large and growing market opportunity

67 million households, 20 million with broadband1
Growing broadband penetration
1 million+ expats; vibrant small business community
Pro-consumer regulatory environment
Cellular calling expensive and restrictive
Customer service major source of dissatisfaction

Staged market entry planned for Q2 2014

Launch with integrated service including mobile capabilities
Experienced local leadership team in place
Operations center established and training progressing well
Integrated production testing underway

1) Source: Anatel

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Mobile Strategy to Provide Comprehensive, Cloud-
based Services Over Any Device, Anywhere
Mobile both a product and a platform for
delivery of all of Vonages services
28% of international calls made over
Vonage network are from a mobile phone
87% of home phone customers who dial
internationally have Extensions
New video voicemail and video calling
features attracting users and driving usage
Product roadmap to benefit consumers
and business customers
Multiple identities on one handset
Convert non-traditional broadband
devices into full-featured phones

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Vocalocity Acquisition Positions Vonage as a Leader
in Fast-growing SMB Market
Vocalocity Key Facts1 Revenue Multiple
EV/Revenue3
Proprietary cloud-based 8.0
communications platform 6.0
4.0
Feature-reach product set
2.0
23,000 SMB customers 0.0
8x8 RingCentral Vocalocity
Low account churn of 1.6%
YTD 2013 (through 3Q) revenue up
39% y/y to $43 million TEV
($ Millions)
$723 $1,043 $130

Adjusted EBITDA and free cash EBITDA Positive Negative Positive

flow2 positive
Acquired at an attractive valuation

1) Results as of Q313
2) Adjusted EBITDA and free cash flow are non-GAAP financial measures.
3) Q3 revenue annualized

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Hosted VoIP Market is Large and Growing Rapidly
Total US SMB Voice market $15 billion revenue and 32 million lines
Vocalocity focused on companies with 20 or fewer employees, approximately
60% of market
Substantial opportunity for growth as 85% of SMBs purchase voice service from
traditional carriers
Revenue CAGR projected at 27.5% through 20191

9 Market Sizing 17.5

20.0
8 18.0
7 14.3 16.0

Installed Lines (mm)

3.31
14.0
Revenue ($ bn)

6 11.5
2.66 12.0
5 9.0
10.0
4 7.0 2.09
8.0
3 5.3 1.62
3.9 4.96 6.0
1.22
2 2.8 0.91 3.98 4.0
2.0 3.14
0.67 2.42
1 0.49 1.84 2.0
0.36 1.00 1.36
0.55 0.73
0 0.0
2010 2011 2012 2013 2014 2015 2016 2017 2018
SMB/SoHo Enterprise Installed Lines (mm)

1) Frost & Sullivan July 2013; analyst estimates

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 Meaningful Upside Opportunities from Synergies and
Accelerating Vocalocity Growth
Meaningful Cost Synergies Aided Brand Awareness among
Non-Customers
Network Operations
Domestic and International
By provider type
Call Termination Overall
VoIP Telco Cable
G&A
8x8 2% 8% 0% 0%
Use of technology to serve
customers
RingCentral 4% 10% 2% 0%
Potential Revenue Synergies
Vocalocity 3% 5% 2% 2%
SOHO, international, upmarket,
white label Vonage 77% 84% 72% 82%
Acceleration of Vocalocity business
through brand, lead generation,
enhanced marketing activities
Daily average dollar bookings from direct sales
nearly doubled since closing
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Positioned for Growth

Intense focus on revenue growth

Vocalocity acquisition provides new growth engine with
signifcant synergies
Core business generates strong cash flow with subscriber
upside in ILD and BasicTalk
Phased commercial expansion in Brazil beginning Q2
Strong Mobile services becoming core to all products;
robust product roadmap
Expect 2014 revenue growth in range of 1-2% on apples-
to-apples basis and 7-9% on an absolute basis

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 Non-GAAP Reconciliation

VONAGE HOLDINGS CORP.

RECONCILIATION OF GAAP (LOSS) INCOME FROM OPERATIONS TO ADJUSTED EBITDA EXCLUDING ADJUSTMENTS
(Dollars in thousands)
(unaudited)

For the Year-to-Date Periods Ending

Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
2007 2008 2009 2010 2011 2012

(Loss) income from operations...................................................................................................................................................................................................................................................................

$ (261,780) $ (6,439) $ 57,202 $ 95,054 $ 116,350 $ 64,610
Depreciation and amortization.................................................................................................................................................................................................................................................................
35,718 48,612 53,391 53,073 37,051 33,324
Loss from abandonment of software assets..........................................................................................................................................................................................................................................
- - - - - 25,262
Share-based expense.................................................................................................................................................................................................................................................................................
7,542 12,238 8,473 8,255 14,279 11,975
Adjusted EBITDA........................................................................................................................................................................................................................................................................................
(218,520) 54,411 119,066 156,382 167,680 135,171

Royalty.........................................................................................................................................................................................................................................................................................................
32,606
IP litigation...................................................................................................................................................................................................................................................................................................
134,300
Severance.....................................................................................................................................................................................................................................................................................................
5,242
Adjusted EBITDA excluding adjustments...............................................................................................................................................................................................................................................
$ (46,372) $ 54,411 $ 119,066 $ 156,382 $ 167,680 $ 135,171

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