Telenet Group Holding NV

Declaration of Voting Results & Voting Rights Announcements • Dec 22, 2015

The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

December 2015 Update on share capital, outstanding securities and voting rights

Mechelen, December 22, 2015 – Telenet Group Holding NV ("Telenet" or "the Company") (Euronext Brussels: TNET) hereby discloses information in accordance with Article 15 of the Law of May 2, 2007 and the related Royal Decree of February 14, 2008:

	December 21, 2015	October 5, 2015	Difference
Share Capital	€ 12,751,468.11	€ 12,750,183.68	€ 1,284.43
Total number of voting securities (the denominator)	117,278,706	117,266,893	11,813
Ordinary shares	117,183,833	117,172,020	11,813
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Total number of voting rights related to	116,512,647	116,494,434	18,213
Ordinary shares	116,417,774	116,399,561	18,213
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Warrants
Warrants	56,917	68,730	-11,813

Since October 6, 2015 until December 21, 2015, the following movements took place in the share capital and in the number of outstanding voting rights:

• following the exercise of 6,400 stock options, the Company delivered 6,400 shares to the concerned stock option holders on December 21, 2015;
• on December 21, 2015 11,813 warrants were converted into 11,813 ordinary shares. As a result thereof, the share capital of the Company was increased with € 1,284.43 and the issue premiums were increased with € 220,736.70.

The rights attached to the Golden Shares and to the Liquidation Dispreference Shares are described in Telenet's articles of association, available on our website (http://investors.telenet.be/phoenix.zhtml?c=241896&p=irol-govbylaws) under the Governance section. .

Each Warrant gives the right to subscribe to one ordinary share under the conditions set out in the terms and conditions of the Warrant Plan 2010.

Any increase above (or decrease below) the following thresholds, requires a transparency declaration to Telenet and the Financial Services and Markets Authority (FSMA):

• 1. 3% statutory threshold, as set out by the articles of association of the Company;
• 1. 5% or each multiple of 5%, as set out by Belgian law.

Transparency declaration forms and a detailed guide for completing such a declaration can be found on the website of the FSMA: http://www.fsma.be/en/Supervision/fm/gv/ah/circmedprak.aspx

The transparency declaration form should be submitted to:

• 1. FSMA (email: trp.fin@fsma.be and fax* +32 2 220 59 12)
• 1. Telenet (email: investor.relations@staff.telenet.be and bart.van.sprundel@staff.telenet.be and fax* +32 15 33 59 59)
• (* For reasons of legal certainty)

This information will also be available on the investor relations pages of our website (investors.telenet.be).

Contacts

Investor Relations:	Rob Goyens	– rob.goyens@staff.telenet.be	– Phone: +32 15 333 054
	Thomas Deschepper	– thomas.deschepper@staff.telenet.be	– Phone: +32 15 366 645
Press & Media Relations:	Stefan Coenjaerts	– stefan.coenjaerts@staff.telenet.be	– Phone: +32 15 335 006
Legal:	Bart van Sprundel	– bart.van.sprundel@staff.telenet.be	– Phone: +32 15 333 495

About Telenet – Telenet is a leading provider of media and telecommunication services. Its business comprises the provision of cable television, high speed internet and fixed and mobile telephony services, primarily to residential customers in Flanders and Brussels. In addition, Telenet offers services to business customers across Belgium under the brand Telenet Business. Telenet is listed on the Euronext Brussels Stock Exchange under the ticker symbol TNET and is part of the BEL20 stock market index.

Additional Information – Additional information on Telenet and its products can be obtained from the Company's website http://www.telenet.be. Further information regarding the operating and financial data presented herein can be downloaded from the investor relations pages of this website. The Company's Consolidated Annual Report 2014 as well as unaudited condensed consolidated interim financial statements and presentations related to the financial results for the nine months ended September 30, 2015 have been made available on the investor relations pages of the Company's website (http://investors.telenet.be).

This document has been released on December 22, 2015 at 6:00 pm CET