Telenet Group Holding NV

Declaration of Voting Results & Voting Rights Announcements • Oct 21, 2014

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.

October 2014 Update on share capital, outstanding securities and voting rights

Mechelen, October 21, 2014 – 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:

	October 21, 2014	July 28, 2014	Difference
Share Capital	€ 12.702.340,22	€ 12.688.413,68	€ 13.926,54
Total number of voting securities (the denominator)	116.826.869	116.698.750	128.119
Ordinary shares	116.731.996	116.603.877	128.119
Liquidation Dispreference Shares	94.843	94.843	0
Golden Shares	30	30	0
Total number of voting rights related to	116.528.517	116.325.598	202.919
Ordinary shares	116.433.644	116.230.725	202.919
Liquidation Dispreference Shares	94.843	94.843	0
Golden Shares	30	30	0
Warrants
Warrants	510.294	637.916	-127.622

Since July 28, 2014, the following movements took place in the share capital and in the number of outstanding voting rights:

• following the exercise of 74,800 stock options, the Company delivered 74,800 own shares to the concerned stock option holders on October 10, 2014;
• as a result of a rectification, 497 warrants were exercisable again;
• on October 10, 2014 128,119 warrants were converted into 128,119 ordinary shares. As a result thereof, the share capital of the Company was increased with € 13,926.54 and the issue premiums were increased with € 1,970,121.37.

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.

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 2007 and the Warrant Plan 2010.

Any increase above (or decrease below) the following thresholds, requires a 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 are still available on the website of the FSMA: http://www.fsma.be/nl/Supervision/fm/gv/ah/circah/ov.aspx

A detailed guide for completing a transparency declaration is also available on the website of the FSMA: http://www.fsma.be/~/media/Files/circah/NL/gv/ah/cbfa\_2008\_16.ashx

The transparency declaration form should be submitted to:

• 1. the FSMA (email trp.fin@fsma.be and fax* +32 2 220 59 12)
• 1. Telenet (email investor.relations@staff.telenet.be and fax* +32 +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
Press & Media Relations:	Stefan Coenjaerts	– stefan.coenjaerts@staff.telenet.be	– Phone: +32 15 335 006
Legal:	Jeroen De Schauwer	– jeroen.de.schauwer@staff.telenet.be – Phone: +32 15 334 980

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 for 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 2013 and the Consolidated Half Year Report 2014 have been made available on the investor relations pages of the Company's website (http://investors.telenet.be).