Telenet Group Holding NV

Declaration of Voting Results & Voting Rights Announcements • Apr 25, 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.

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

Mechelen, April 25, 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:

	April 25, 2014	February 28, 2014	Difference
Share Capital	€ 12,607,596.42	€ 12,581,931.37	€ 25,665.05
Total number of voting securities (the denominator)	115,955,261	115,719,152	236,109
Ordinary shares	115,860,388	115,624,279	236,109
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Total number of voting rights related to	115,772,104	115,500,700	271,404
Ordinary shares	115,677,231	115,405,827	271,404
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Warrants
Warrants	1,030,910	1,273,250	-242,340

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

• The Company has repurchased 674,788 additional own shares under the Share Repurchase Program 2014; the voting rights attached to these shares are suspended as long as Company holds these shares;
• On April 10, 2014 236,109 warrants were converted into 236,109 ordinary shares. As a result thereof, the share capital of the Company was increased with € 25,665.05 and the issue premiums were increased with € 3,380,984.31;
• Following the exercise of 922,400 stock options on April 10, 2014, the Company delivered 922,400 own shares to the concerned stock option holders;
• 4,251 warrants were declared forfeited until April 25, 2014.

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 &
Corporate Communication:	Vincent Bruyneel	– vincent.bruyneel@staff.telenet.be	– Phone: +32 15 335 696
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:		Dieter Nieuwdorp – dieter.nieuwdorp@staff.telenet.be	– Phone: +32 15 335 862

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 has been made available on the investor relations pages of the Company's website (http://investors.telenet.be).