Telenet Group Holding NV

Declaration of Voting Results & Voting Rights Announcements • Dec 23, 2011

Press Release

Regulated information December 23, 2011

Disclosure in accordance with the Law of May 2, 2007

December 2011 Update on outstanding securities

Mechelen, December 23, 2011 – 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 23, 2011	October 12, 2011	Difference
Share Capital	€ 294,190,333.96	€ 293,981,847.51	€ 208,486.45
Total number of voting securities (the denominator)	113,516,857	113,436,410	80,447
Ordinary shares	113,421,984	113,341,537	80,447
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Total number of voting rights related to	113,296,505	113,262,008	34,497
Ordinary shares	113,201,632	113,167,135	34,497
Liquidation Dispreference Shares	94,843	94,843	0
Golden Shares	30	30	0
Warrants and Profit Certificates
Warrants (Options on) Profit Certificates	5,479,559 346,025	5,567,488 346,025	-87,929 0

Since October 12, 2011, the following movements took place in the share capital and in the number of outstanding securities:

• The Company has repurchased 45,950 additional own shares; the voting rights attached to these shares are suspended for as long as they remain in possession of the Company;

• December 22, 2011: conversion of 80,447 warrants into 80,447 Ordinary Shares, increasing the share capital of the Company with € 208,486.45 and the issue premium with € 980,592.13;

• 7,482 warrants were declared forfeited.

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 option on a Profit Certificate gives the right to subscribe to one Profit Certificate. After a certain period, Profit Certificates can be exchanged against ordinary shares on a one-for-one basis.

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, the successor of the former CBFA):

• 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 Corporate Communications stefan.coenjaerts@staff.telenet.be Telefoon: +32 15 33 55 44	Evelyne Nieuwland Corporate Communications evelyne.nieuwland@staff.telenet.be 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 2010 and the Consolidated Half Year Financial Report 2011 have been made available on the investor relations pages of our investors website (http://investors.telenet.be).