Telenet Group Holding NV

Declaration of Voting Results & Voting Rights Announcements • Apr 26, 2012

Press Release

Regulated information April 26, 2012

Disclosure in accordance with the Law of May 2, 2007

April 2012 Update on outstanding securities and voting rights

Mechelen, April 26, 2012 – 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, 2012	February 29, 2012	Difference
Share Capital	€ 12,280,392.23		€ 294,190,333.96 -€ 281,909,941.73
Total number of voting securities (the denominator)	113,593,687	113,516,857	76,830
Ordinary shares	113,498,814	113,421,984	76,830
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Total number of voting rights related to	113,363,335	113,154,351	208,984
Ordinary shares	113,268,462	113,059,478	208,984
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Warrants and Profit Certificates
Warrants (Options on) Profit Certificates	4,584,570 0	5,461,892 346,025	-877,322 -346,025

Since February 29, 2012, the following movements took place in the share capital and in the number of outstanding voting rights:

• On April 25, 2012, all 800,492 own shares repurchased under the Share Repurchase Program 2012 until April 24, 2012 were cancelled by the Company.

• The Company has repurchased 10,000 additional own shares under the Share Repurchase Program 2012 on April 25, 2012; the voting rights attached to these shares are suspended.

• On April 25, 2012, all 346,025 options on profit certificates still outstanding on that date, were exercised and converted into 346,025 ordinary shares and 531,297 warrants were converted into 531,297 ordinary shares. As a result thereof, the share capital of the Company was increased with € 2,273,667.70 and the issue premiums were increased with € 5,669,904.77.

• The extraordinary general shareholders' meeting held on April 25, 2012 has increased the share capital with € 84,995,873.32 by incorporation of issue premiums, and has subsequently reduced the share capital for a total amount of € 369,179,482.75, without destruction of shares.

For more information on the payout of the dividend and the capital reduction, decided upon by the ordinary and the extraordinary general shareholders' meeting respectively, held on April 25, 2012, please check the investor website of the Company and the press release of earlier today in this respect.

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 Stock Option Plan 2007, Stock Option Plan 2008, Stock Option Plan 2009 and Stock Option 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 is also available on our investors website http://investors.telenet.be

Contacts

Legal:	Dieter Nieuwdorp
	VP Corporate Counsel – Legal dieter.nieuwdorp@staff.telenet.be
	Phone: +32 15 33 58 62 Fax: +32 15 33 59 59
				Liersesteenweg 4 – 2800 Mechelen – Belgium
Press:	Stefan Coenjaerts	Evelyne Nieuwland
	Corporate Communications	Corporate Communications

stefan.coenjaerts@staff.telenet.be evelyne.nieuwland@staff.telenet.be Telefoon: +32 15 33 55 44 Telefoon: +32 15 33 55 44

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 Solutions. Telenet is listed on the Euronext Brussels Stock Exchange under the ticker symbol TNET.

Additional Information – Additional information on Telenet and its products can be obtained from our website www.telenet.be. Further information regarding the operating and financial data presented herein can be downloaded from the investor relations pages of this website. Our Consolidated Annual Report 2011 has been made available on the investor relations pages of our investors website (http://investors.telenet.be).