Telenet Group Holding NV

M&A Activity • Jul 19, 2023

Press release

Liberty Global will increase its ownership stake in Telenet to 93.23%1 and will reopen its offer on 24 August 2023

The enclosed information constitutes regulated in the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.

Mechelen, July 19, 2023 - Telenet Group Holding NV ("Telenet" or the "Company") (Euronext Brussels: TNET) notes the announcement by Liberty Global plc ("Liberty Global") of the results of the initial acceptance period of the voluntary and conditional public takeover bid by its indirect wholly-owned subsidiary, Liberty Global Belgium Holding B.V. (the "Offeror") for all the shares of Telenet that it did not already own or that were not held by Telenet (the "Offer").

During the initial acceptance period, which ended on 12 July 2023, 34,676,001 shares of Telenet were tendered into the Offer, as a result of which the Offeror will own a total of 101,018,038 shares once the settlement has occurred on 26 July 2023 (the "Payment Date"). Taking into account the 3,500,526 treasury shares already held by Telenet, the Offeror will directly own 93.23% of the shares of Telenet.

Payment of the offer price for the tendered shares (€21.00 per share after deduction of the €1.00 gross dividend approved by Telenet's ordinary general meeting of 26 April 2023 and paid on 5 May 2023) will take place on 26 July 2023.

The Offeror waives the condition of owning, together with Telenet, at least 95% of the outstanding shares in Telenet. Since the Offeror, together with Telenet, will own more than 90% of all Telenet shares following the transfer of such shares on the Payment Date, the Offer will be mandatorily reopened at 9:00am CET on Thursday 24 August 2023. This subsequent acceptance period will close on Wednesday 13 September 2023. Shareholders who have not yet accepted the Offer, being the remaining free float of 6.77% postsettlement, will thus be able to accept the Offer in this period which gives investors who missed the initial acceptance period or those seeking additional liquidity the opportunity to still accept the Offer.

The results of the subsequent acceptance period will be announced on or around 20 September 2023. Payment of the offer price of the shares tendered during the subsequent acceptance period will be made on or around 27 September 2023.

If, following the Offer, Liberty Global, together with Telenet, owns at least 95% of the shares of Telenet and has acquired, by acceptance of the Offer, at least 90% of the shares that are the subject of the Offer, the Offer will be followed by a simplified squeeze-out bid subject to the same financial conditions as the Offer.

¹ This includes the 3.12% shareholding held by Telenet as treasury shares.

As a reminder, the prospectus (including the valuation report by Lazard BV/SRL, which has been appointed as independent expert by the independent directors of the Company, in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers), the response memorandum and the acceptance form are available on the following website: shareholder-offer.be.

In accordance with its obligations under Belgian law, the Board of Directors, with the support of its financial and legal advisors, has reviewed the Offer and assessed the terms and conditions thereof. The independent directors appointed Lazard BV/SRL as independent expert in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers. Telenet's Board of Directors unanimously supports and recommends the Offer. The Board of Directors has provided its formal opinion in the response memorandum which is attached to the prospectus as mentioned above.

Rob Goyens	rob.goyens@telenetgroup.be	+32 15 333 054
Bart Boone	bart.boone@telenetgroup.be	+32 15 333 738
Stefan Coenjaerts	stefan.coenjaerts@telenetgroup.be	+32 15 335 006
Bart van Sprundel	bart.van.sprundel@telenetgroup.be	+32 15 333 495

About Telenet - As a provider of entertainment and telecommunication services in Belgium, Telenet Group is always looking for the perfect experience in the digital world for its customers. Under the brand name Telenet, the company focuses on offering digital television, high-speed Internet and mobile telephony services to residential customers in Flanders and Brussels. Under the brand name BASE, it supplies mobile telephony in Belgium. The Telenet Business department serves the business market in Belgium and Luxembourg with connectivity, hosting and security solutions. More than 3,000 employees have one aim in mind: making easier and more pleasant. Telenet Group is part of Telenet Group Holding NV and is quoted on Euronext Brussel under ticker symbol TNET. For more information, visit www.telenet.be. Liberty Global - one of the world's leading converged video, broadband and communications companies, innovating and empowering people in six countries across Europe to make the most of the digital revolution - will, after the settlement of the initial acceptance period, directly own 93.23% in Telenet Group Holding NV (including any treasury shares held by the latter from time).

Additional Information - Additional information on Telenet and its products can be obtained from the Company's website http://www.telenet.be. Further information regarding and financial data presented herein can be downloaded from the investor relations pages of this website. The Company's Consolidated Annual Report 2022 as well as unaudited condensed consolidated interim financial statements and presentations related to the financial results for the three months ended March 31, 2023 have been made available on the investor relations pages of the Company's website (http://investors.telenet.be).

Warnings - This communication is for informational purposes only and does not constitute or form part of an offer to purchase or invitation to sell or issue, securities of Telenet, nor a solicitation by anyone in any jurisdiction in respect of such securities, any vote or approval.

This press release may not be published or disseminated in any country or territory where its publication or content would be illegal or may require registration or any other filing of documents. Anyone in possession of this press release must refrain from publishing or disseminating it in the countries and territories concerned.

The Offer will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Liberty Global or any of its subsidiaries

to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Telenet by any person or entity resident or incorporated in any such country or jurisdiction.

Notice for US Shareholders

The Offer is made in the U.S. in reliance on, and in compliance with, Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), and the "Tier II" exemption provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Belgian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. procedures and laws. U.S. Shareholders should note that Telenet is not listed on a U.S. securities exchange, subject to the periodic reporting requirements of the U.S. Exchange Act or required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the SEC) thereunder.

It may be difficult for U.S. Shareholders to enforce certain rights and claims arising in connection with the Offer under US federal securities laws since Telenet and Liberty Global Belgium Holding are located outside the United States and most of its officers and directors may reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment.

To the extent permissible under applicable laws and regulations (including Rule 14e-5 under the U.S. Exchange Act and any exemptive relief granted by the SEC therefrom), and in accordance with customary Belgian practice, Liberty Global Belgium Holding, its nominees or brokers (acting as agents), or any of its or their affiliates, may make certain purchases of, or arrangements to purchase, shares outside the United States during the period in which the Offer remains open for acceptance, including sales and purchases of shares effected by any investment bank acting as market maker in the shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the U.S. Exchange Act by virtue of Rule 14e-5(b) thereunder, such purchases, or arrangements to purchase must comply with applicable Belgian law and regulation and the relevant provisions of the U.S. Exchange Act. Any information about such purchases will be disclosed as required in Belgium and the United States.

Furthermore, this press release does not constitute or form part of an offer to sell, nor does it constitute a solicitation of an order to buy financial instruments in the United States or in any other jurisdiction.

Forward-Looking Statement

This press release contains forward-looking statements within the meaning of the U.S. federal securities laws, including the safe harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995. In this context, forwardlooking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "seek," "see," "will," "would," "may," "target," and similar expressions and variations or negatives of these forward-looking statements may include, among other things, statements relating to the outlook of Telenet and Liberty Global; operational expectations, including with respect to the development, launch and benefits of innovative and advanced products and services, including gigabit speeds, new technology and next generation platform rollouts or launches; future growth prospects and opportunities, results of operations, uses of cash, tax rates, and other measures that may impact the financial performance of the companies; anticipated benefits and estimated costs of the proposed transaction; the expected timing of completion of the proposed transaction; and statements that are not historical facts. These forward-looking statements involve certainties that could cause actual results to differ materially from those expressed or implied by these risks and uncertainties include events that are outside of the parties, such as: (i) Telenet, Liberty Global, and our respective operating

companies' ability to meet challenges from competition and to achieve forecasted financial and operating targets; (i) the effects of changes in laws or regulations; (ii) general economic, legislative, political and regulatory factors, and the impact of weather conditions, natural disasters, or any epidemic or disease outbreak (including COVID-19); (iv) Telenet, Liberty Global, and our respective affiliates' ability to satisfy the consummation of the proposed transaction; (v) the proposed transaction may not be completed terms and timing or completed at all; (vi) the outcome of any potential litigation that may be instituted with respect to the proposed transaction; (vii) the potential impact of unforesen liabilities, future capital expenditures, revenues, expenses, economic performance, indebtedness, financial condition on the future prospects and business of Telenet and Liberty Global's Belgium business after the consummation of the proposed transaction; (vii) any negative effects of the announcement, pendency or consummation of the proposed transaction; and (ix) management's response to any of the aforementioned factors. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, please see Liberty Global's filings with the SEC, including Liberty Global's most recently filed Form 10-K and Form 10-Q, as well as the regulated information filed by Telenet before the Belgium Financial Services and Markets Authority. These forward-looking statements speak only as of the date of this release. Telenet and Liberty Global expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

This document has been released on July 19, 2023, at 10.35 PM CET