Telenet Group Holding NV

AGM Information • Apr 1, 2011

TELENET GROUP HOLDING NV

Limited Liability Company under Belgian law Liersesteenweg 4 – 2800 Mechelen Belgium VAT BE 0477.702.333 RLP Mechelen Jurisdiction Mechelen, District Mechelen

INVITATION TO THE ANNUAL AND AN EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

The board of directors of Telenet Group Holding NV invites the holders of securities issued by the company to the annual and an extraordinary general shareholders' meeting of the company. The annual general shareholders' meeting will be shortly adjourned in order to be continued as an extraordinary general shareholders' meeting before Notary Public.

GENERAL INFORMATION

Date, time and location: The annual and extraordinary general shareholders' meeting will be held on April 27, 2011 at 3.00 p.m. at the registered office of the company or at any other place which will be indicated there. There is no quorum requirement for the annual general shareholders' meeting. There is however a quorum requirement for the extraordinary general shareholders' meeting (see also under "Extraordinary Shareholders' Meeting"). If the quorum for the extraordinary general shareholders' meeting would not be obtained, a second extraordinary general shareholders' meeting will be held on May 25, 2011 at 3.00 p.m. at the same location as the first meeting, unless indicated otherwise.

Doors open: In order to facilitate an expedient registration, the participants to the annual and extraordinary general shareholders' meeting are requested to be present at least half an hour prior to the commencement of the meeting.

ANNUAL GENERAL SHAREHOLDERS' MEETING

Agenda and proposed resolutions: The agenda and proposed resolutions for the annual general shareholders' meeting, which, as the case may be, can be amended at the meeting by the Chairman of the board of directors, are as follows:

1. Reports on the statutory financial statements

Communication of and discussion on the annual report of the board of directors and the report of the statutory auditor on the statutory financial statements for the fiscal year ended on December 31, 2010.

2. Communication and approval of the statutory financial statements

Communication and approval of the statutory financial statements for the fiscal year ended on December 31, 2010, and of the proposed allocation of the result.

Proposed resolution: approval of the statutory financial statements for the fiscal year ended on December 31, 2010, including the allocation of the result as proposed by the board of directors.

3. Reports on the consolidated financial statements

Communication of and discussion on the annual report of the board of directors and the report of the statutory auditor on the consolidated financial statements for the fiscal year ended on December 31, 2010.

4. Communication of and discussion on the remuneration report

Communication of and discussion on the remuneration report, included in the annual report of the board of directors for the fiscal year ended on December 31, 2010.

Proposed resolution: approval of the remuneration report for the fiscal year ended on December 31, 2010.

5. Communication of and discussion on the consolidated financial statements

Communication of and discussion on the consolidated financial statements for the fiscal year ended on December 31, 2010.

6. Discharge from liability to the directors

Proposed resolution: to grant discharge from liability to the directors who were in office during the fiscal year ended on December 31, 2010, for the exercise of their mandate during said fiscal year.

7. Discharge from liability to the statutory auditor

Proposed resolution: to grant discharge from liability to the statutory auditor for the exercise of his mandate during the fiscal year ended on December 31, 2010.

8. Re-appointment of directors

Taking into account the advice of the nomination committee of the board of directors of the company, the board of directors recommends adopting the following resolutions, upon nomination as stated in the articles of association of the company. Fur further information in relation to the parties involved and their resume, reference is made to the declaration on corporate governance in the annual report of the board of directors.

Proposed resolutions:

• (a) Appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Mr. Balan Nair, for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2015.

• (b) Re-appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Mr. Jim Ryan, for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2015.

• (c) Re-appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Mr. Manuel Kohnstamm, for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2015.

• (d) Re-appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Mr. Diederik Karsten, for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2015.
• (e) Re-appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Mrs. Ruth Pirie, for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2015.
• (f) Re-appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Mr. Niall Curran, for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2015.
• (g) Re-appointment, upon nomination as provided in the articles of association, of De Wilde J. Management BVBA, represented by its permanent representative Mr. Julien De Wilde, as director and "independent director", within the meaning of Article 526ter of the Belgian Company Code, clause 2.3 of the Belgian Corporate Governance Code and the articles of association of the company, for a term of 3 years, with immediate effect and until the closing of the general shareholders' meeting of 2014. It appears from the data available to the company as well as from the information provided by Mr. Julien De Wilde, that he meets the applicable independence requirements.
• (h) Taking note of the resignation of Mr. Alex Brabers and appointment, upon nomination as provided in the articles of association of the company, of Mr. Alex Brabers, as director and "independent director", within the meaning of Article 526ter of the Belgian Company Code, clause 2.3 of the Belgian Corporate Governance Code and the articles of association of the company, for a term of 3 years, with immediate effect and until the closing of the general shareholders' meeting of 2014. It appears from the data available to the company as well as from the information provided by Mr. Alex Brabers, that he meets the applicable independence requirements.
• (i) Taking note of the resignation of Mr. Frank Donck and appointment, upon nomination as provided in the articles of association of the company, of Mr. Frank Donck, as director and "independent director", in the meaning of Article 526ter of the Belgian Company Code, clause 2.3 of the Belgian Corporate Governance Code and the articles of association of the company, for a term of 3 years, with immediate effect and until the closing of the general shareholders' meeting of 2014. It appears from the data available to the company as well as from the information provided by Mr. Frank Donck, that he meets the applicable independence requirements.

9. Re-appointment of statutory auditor

Proposed resolution:

The board of directors of the Company recommends to re-appoint Klynveld Peat Marwick Goerdeler – Bedrijfsrevisoren CVBA, abbreviated as KPMG Bedrijfsrevisoren CVBA, a civil company that has the form of a cooperative company with limited liability under Belgian law, represented by Mr. Jos Briers and Mr. Götwin Jackers, as statutory auditor of the company for a term of three years which will end immediately after the closing of the annual shareholders' meeting which will have deliberated and voted on the (statutory and consolidated) financial statements for the fiscal year ended on December 31, 2013. The remuneration for the exercise of the mandate of statutory auditor is determined at € 530,950 per annum (excluding VAT).

10. Approvals and mandates relating to remunerations

Taking into account the Act of April 6, 2010 on the reinforcement of corporate governance in listed companies and autonomous public undertakings and on the modification of the professional prohibitions in the banking and financial sector", and taking into account the advice of the remuneration committee of the board of directors of the company, the board of directors recommends to adopt the following resolution. For further information relating to the remuneration of the members of the board of directors, the executive management and others, reference is made to the remuneration report in the annual report of the board of directors.

Proposed resolution:

The general shareholders' meeting approves the following relating to the remuneration of the members of the board of directors, the CEO and the other members of the executive management:

• (a) Decision, in as far as needed and applicable, (x) not to consider the options and warrants granted by the company in the past within the framework of its options plans and of which the vesting is only based on the passage of time, as "variable remuneration" for the purposes of Article 520ter of the Belgian Company Code, (y) not to consider them as being part of the "annual remuneration" either for purposes of the determination of the ratio "variable remuneration" versus "annual remuneration":
• (b) Decision to consider as "variable remuneration" under Article 520ter of the Belgian Company Code, (x) the granting of a cash amount within the framework of a performance based cash bonus plan as part of the "variable remuneration", and (y) the granting of shares within the framework of a share plan with a performance based vesting (so-called "performance shares") as part of the "variable remuneration", whereby the performance based cash bonus is connected to the annual performance criteria, yet whereby the payment of the cash bonus concerned will be spread over several years (for example two) in order to create an additional retention feature, on top of what is required under the applicable legal rules.
• (c) Decision to approve the granting of shares within the framework of a share plan with a performance based vesting (so-called "performance shares"), whereby the performance criteria are determined for a three year period.
• (d) Decision, in as far as needed and applicable, to specifically determine annually the performance based targets (in accordance with the general already approved criteria) on the basis of which the stock options that have

been granted to the CEO of the company in the past (under the Specific Stock Option Plan 2010-2014) vest.

• (e) Decision, in as far as needed and applicable, to (x) (re)confirm, within the framework of the special power the general shareholders' meeting can grant in accordance with Article 523ter of the Belgian Company Code, the features and the conditions of the options and the warrants that have been granted by the company in the past within the framework of its option plans, and (y) give the board of directors of the company the power to determine, at the occasion of new grants of warrants and options within the framework of the previously approved stock option plans, that the options and the warrants will have the same features and conditions as the previously granted options and warrants.
• (f) Decision, in as far as needed and applicable, to determine that the shares acquired by the employees within the framework of the different stock purchase plans the general shareholders' meeting resolved upon in the past, remain freely transferable after the period of two years (following their acquisition) during which they cannot be transferred.
• (g) The mandate of the directors appointed in accordance with item 8(a) up to (i) of the agenda, is remunerated in accordance with the resolution of the general shareholders' meeting of April 28, 2010.

Quorum: There is no quorum requirement in relation to the deliberation and voting on the respective items mentioned in the agenda of the annual general shareholders' meeting.

Voting: Subject to the applicable legislation, each share entitles to one vote. In accordance with Article 537 of the Belgian Company Code, the holders of warrants issued by the company have the right to attend the general shareholders' meeting, yet with advisory vote only.

EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

Agenda and proposed resolutions: The agenda and proposed resolutions for the extraordinary general shareholders' meeting, which, as the case may be, can be amended at the meeting by the Chairman of the board of directors, are as follows:

• 1. Reports
• (a) Communication and taking note of the report of the board of directors as far as needed and applicable, in accordance with the Articles 560 and 582 of the Belgian Company Code concerning the amendment of the rights of securities, the conversion of securities of a certain type into another type and the possible issuance of shares below the par value of shares as a result of the proposed capital decrease referred to in item 2 of the agenda.
• (b) Communication and taking note of the report of the statutory auditor as far as needed and applicable, in accordance with Article 582 of the Belgian Company Code concerning the possible issuance of shares below the par value of shares as a result of the proposed capital decrease referred to in item 2 of the agenda.

2. Capital decrease – amendment of the articles of association

Proposed resolution: decision to decrease the company's share capital with an amount definitively to be determined by the general shareholders' meeting, upon proposal of the board of directors, equal to the product of the number of outstanding and existing shares at the date of the extraordinary shareholders' meeting resolving upon the capital decrease and four euro fifty eurocents (€4.50) (such amount of four euro fifty eurocents hereinafter referred to as the "Benefit") as a result of which the company's share capital shall be reduced by an amount definitively to be decided upon by the general meeting, upon proposal of the board of directors, as mentioned above, without a decrease in the number of shares.

The purpose of this capital decrease is to, subject to the conditions of Articles 612 and 613 of the Belgian Company Code, repay in cash a part of the share capital to the shareholders, more in particular to each share an amount equal to the Benefit (without distinction between ordinary "Shares", the "Golden Shares" and the "Liquidation Dispreference Shares", as defined in the articles of association of the company). The capital decrease will not result in the cancellation of existing shares of the company, each share of the company will participate to the same extent in the capital decrease and each share of the company will represent after the capital decrease the same fraction of the new share capital of the company.

From a tax perspective, the decrease will only be charged to the capital effectively paid up.

The board of directors is authorised to determine the procedure and formalities, the ex-dividend date and the payment date of the repayment of the capital decrease in accordance with applicable legislation and regulations. The procedure and formalities, the ex-dividend date and the payment date of the repayment of the capital decrease will be communicated by the company in accordance with applicable legislation and regulations.

The right to payment of the capital decrease will be represented by coupon number four (4), with corresponding arrangements for dematerialised shares.

Proposed resolution: decision to

• * bring in Article 6: Share capital, Shares and Profit Certificates of the articles of association of the company, the first sentence of section 6.1 in accordance with the new situation of the capital
• * add in fine of the Annex to the coordinated articles of association a new item in which the capital decrease is described.

3. Amendment to options, profit certificates and warrants as a result of the capital decrease

Proposed resolution: decision to make, following and subject to the condition precedent of the resolution of the capital decrease set forth in item 2 of the agenda, the following amendments to the conditions and features of the options on profit certificates, profit certificates, options and warrants mentioned hereafter, and the resolutions related thereto that have been approved in the past:

(a) In this resolution, the following terms with a capital letter have the following meaning (unless the context requires otherwise):

"Share": "Share", as defined in the articles of association of the company;

"Class A Options": the "Class A Options" issued by resolution of the extraordinary general shareholders' meeting of May 27, 2004 and of which the number, the exercise price and certain exercise conditions have already been amended in the past;

"Class B Options": the "Class B Options" issued by resolution of the extraordinary general shareholders' meeting of December 15, 2004 and of which the number, the exercise price and certain exercise conditions have already been amended in the past;

"Option": each of the Class A Options and Class B Options;

"Class A Profit Certificates": the Class A Profit Certificates as defined in the articles of association of the company;

"Class B Profit Certificates": the Class B Profit Certificates as defined in the articles of association of the company;

"Profit Certificate": each of the Class A Profit Certificates and the Class B Profit Certificates;

"Warrant": each of the bearer warrants, called (A) "Warrants 2007" which were issued by resolution of the extraordinary general shareholders' meeting of December 27, 2007, (B) "Warrants 2008", which were issued by resolution of the extraordinary general shareholders' meeting of May 29, 2008, (C) "Warrants 2009", which were issued by resolution of the extraordinary general shareholders' meeting of May 28, 2009, and (D) "Warrants 2010", which were issued by resolution of the extraordinary general shareholders' meeting of April 28, 2010;

"Ex-Date": the date on which the share is traded on Euronext Brussels without coupon 4 (being the right to receive Repayment of the Benefit) for the first time;

"Conversion Ratio": the result of the fraction with (A) as numerator (x) the closing stock exchange price of the company's share as listed on Euronext Brussels with coupon number four (4) attached thereto (being the trading day preceding the Ex-Date, which will be determined by the board of directors) (the "Reference Stock Exchange") "), less (y) the amount of the Benefit, and (B) as denominator the Reference Stock Exchange, and this rounded to six numbers after the comma, whereby the following rounding rules will be applied: if the calculation of the Reference Stock Exchange results into a number with more than six numbers after the comma, the exercise price will be rounded up to the nearest higher number with six numbers after the comma (if the seventh number after the comma is higher than or equal to five (5)) or rounded down to the nearest lower number with six numbers after the comma (if the seventh number after the comma is less than five (5));

• (b) The following amendments are made in relation to the Options (whereby no other amendments are made to the issuance and exercise conditions), on and effective as of the Ex-Date:
• (i) The number of granted Class A Options and Class B Options still outstanding and not exercised on the Ex-Date will, per option holder, per Profit Certificate holder, will be split by dividing this respective number by the Conversion Ratio.
• (ii) The exercise prices of the Class A Options and the Class B Options still outstanding and not exercised on the Ex-Date after the split set forth in item (i), will be determined by multiplying the current respective exercise prices with the Conversion Ratio.
• (iii) For the purposes of the amendments foreseen in items (i) until (ii) above, the following rounding rules will be applied:
  • (A) if the calculation of the new number of Class A Options, respectively Class B Options, of a holder of such Options in accordance with the resolution relating to the split set forth in item (i) results into a number with numbers after the comma, this number will be rounded up to the nearest higher number without numbers after the comma (if the first number after the comma is higher than or equal to five (5)) or rounded down to the nearest lower number without numbers after the comma (if the number after the comma is less than five (5));
  • (B) if the calculation of the new exercise price of the Class A Options, respectively Class B Options, (after the decision relating to the split set forth in item (i) above) in accordance with the resolution set forth in item (ii) results into a number with more than two numbers after the comma, the exercise price will be rounded up with two numbers after the comma (if the third number after the comma is higher than or equal to five (5)) or rounded down to two numbers after the comma (if the third number after the comma is less than five (5)).
• (c) In relation with to Profit Certificates, the following amendments are made to the number and the subscription price of the respective Profit Certificates (whereby no other amendments have been made to the conditions of the respective Profit Certificates), on and effective as of the Ex-Date:
• (i) It is resolved to issue a maximum number of Class A Profit Certificates, Class B Profit Certificates respectively, equal to the number of Class A Options, Class B Options respectively, that will be outstanding on the Ex-Date after the split of these Class A Options,

Class B Options respectively, as provided in item (b), and consequently, to issue, subject to condition precedent, and to the extent of, the exercise of the Class A Options, Class B Options respectively, each time one (1) new Class A Profit Certificate, respectively Class B Profit Certificate, per Class A Option, respectively Class B Option exercised.

• (ii) It is resolved that the subscription price of the Class A Profit Certificates, respectively Class B Profit Certificates, to be issued upon the exercise of the Class A Options, respectively Class B Options, that will be outstanding on the Ex-Date after the split of these Options, as provided in item (b), per Class A Profit Certificate, respectively Class B Profit Certificate, will be equal to the exercise price of a Class A Option, respectively Class B Option, after the amendment of the relevant exercise price, on the Ex-Date, as provided in item (b).
• (d) In relation to the number of ordinary Shares possibly to be issued upon conversion of the Profit Certificates still to be issued, on and effective as of the Ex-Date, the respective resolutions adopted by the general shareholders' meeting of May 27, 2004, and December 15, 2004 respectively (which have been amended in the past), to issue new shares and the corresponding capital increase upon the conversion of Class A Profit Certificates, Class B Profit Certificates respectively, are amended in order to take into account the provisions of the items (b) and (c), so that:
• (i) subject to and to the extent of the conversion of the Profit Certificates, one new ordinary Share will be issued per converted Profit Certificate in exchange for the converted Profit Certificate (through unification of titles), which share shall be an ordinary share and shall have the rights and benefits as determined in the company's articles of association and shall participate in the result in the same way as the ordinary shares then outstanding; and

• (ii) subject to and to the extent of the conversion of Profit Certificates, per converted Profit Certificate: (A) the company's share capital is increased with an amount equal to the lowest of (x) the fractional value of the existing shares of the company prior to the conversion and (y) the applicable subscription price of the relevant Profit Certificate (taking into account the amendments set forth in item (c)); (B) an amount equal to the difference between the amount mentioned under (A)(y) and the amount mentioned under (A)(x), should this difference be positive, is booked as an issuance premium (which will serve as a guarantee for third parties to the same extent as the company's share capital and which can only be decreased or booked away by means of a resolution of the general shareholders' meeting of the company resolving in the manner required for an amendment to the company's articles of association); (C) the separate unavailable account "Profit Certificates Account" is decreased with an amount equal to the applicable subscription price paid for the relevant Profit Certificate (taking into account the amendments set forth in item (c)); and (D) whereby, after the capital increase, each Share of the company will represent the same fraction of the company's share capital.

• (e) Effective as from the Ex-Date, in Article 8bis of the articles of association of the company - Class A Profit Certificates:

• (i) a fifth paragraph will be added to the text of the first section: "Pursuant to the resolution of the extraordinary general shareholders' meeting of April 27, 2011, it was decided, on and effective as of [the Ex-Date], (x) that the number of Class A Options still existing and not exercised on [the Ex-Date] were split into [number] Class A Options, (y) to amend the exercise price of the relevant Class A Options (after the aforementioned split) to [price] per Class A Option, and (z) that, subject to the condition precedent of the exercise of the aforementioned Class A Options (after the aforementioned split), [number] Class A Profit Certificates will be issued, whereby one Class A Profit Certificate will be issued per exercised Class A Option.";
• (ii) the first sentence of section 3 of this article will be replaced by the following text: "3. The exercise of one (1) Class A Option entitles to one (1) Class A Profit Certificate against a subscription price equal to [price].",

whereby in both amendments set forth in item (i) and (ii) (x) the language "[the Ex-Date]" will be the date of the Ex-Date, (y) the language "[price]" will be the exercise price in euro as determined as from the Ex-Date in accordance with the item (b), and (z) the language "[number]" will be the new number of Class A Options into which the Class A Options will be split effective as of the Ex-Date in accordance with item (b) of the agenda. In as far as needed, the board of directors is authorized to record these amendments, including the completion of the concrete date and numbers, in the next coordination of the articles of association, to be drafted after the Ex-Date.

• (f) Effective as from the Ex-Date, in Article 8ter of the articles of association of the company - Class B Profit Certificates:
• (i) a fifth paragraph will be added to the text of the first section: "Pursuant to the resolution of the extraordinary general shareholders' meeting of April 27, 2011, it was decided, on and effective as of [the Ex-Date], (x) that the number of Class B Options still existing and not exercised on [the Ex-Date] were split into [number] Class B Options, (y) to amend the exercise price of the relevant Class B Options (after the aforementioned split) to [price] per Class B Option, and (z) that, subject to the condition precedent of the exercise of the aforementioned Class B Options (after the aforementioned split), [number] Class B Profit Certificates will be issued, whereby one Class B Profit Certificate will be issued per exercised Class B Option.";
• (ii) the first sentence of section 3 of this article will be replaced by the following text: "3. The exercise of one (1) Class B Option entitles to one (1) Class B Profit Certificate against a subscription price equal to [price]."

whereby in both amendments set forth in item (i) and (ii) (x) the language "[the Ex-Date]" will be the date of the Ex-Date, (y) the language "[price]" will be the exercise price in euro as determined as from the Ex-date in accordance with the item (b), and (z) the language "[number]" will be the new number of Class B Options into which the Class B Options will be split effective as of the Ex-Date in accordance with item (b). In as far as needed, the board of directors is authorized to record these amendments, including the completion of the concrete date and numbers, in the next coordination of the articles of association, to be drafted after the Ex-Date.

• (g) The number and the exercise price of the Warrants will be amended (whereby no other amendments are made to the issuance and exercise conditions of the relevant Warrants), on and effective as of the Ex-Date, as follows:
• (i) The respective number of each type of the already granted Warrants which still exist on the Ex-Date and which were not yet exercised will be split, per warrant holder, by dividing these numbers of warrants by the Conversion Ratio.
• (ii) The applicable exercise price of the already granted respective Warrants which still exist on the Ex-Date and which were not yet exercised will, after the split set forth in item (ii) above, be equal to the applicable exercise price of the concerned Warrant, multiplied by the Conversion Ratio.
• (iii) For the purposes of the amendments set forth in items (i) and (ii) above, per holder of the Warrants and per type of the Warrant (respectively per number of Warrants 2007, Warrants 2008, Warrants 2009 and Warrants 2010, where applicable) held by such holder, the same rules will be applied for rounding as defined in point (b)(iii).
• (iv) For clarity purposes, it is pointed out that the number of Warrants issued, but not yet granted to a beneficiary prior to the Ex-Date, does not change following the aforementioned decisions (i) up to and including (iii).
• (h) On and effective as of the Ex-Date, the respective resolutions adopted by the general shareholders' meeting relating to the Warrants to the issuance of new shares and the capital increase, upon and to the extent of the exercise of the concerned Warrants will be amended, in order to take into account the resolutions set forth in item (g), and consequently, it is resolved that, as far as necessary and applicable:
• (i) subject to and to the extent of the exercise of a concerned Warrant, one new ordinary Share will be issued per exercised warrant, which share shall be an ordinary share and shall have the rights and benefits as determined in the company's articles of association and in the issuance and exercise conditions of the concerned Warrant and shall participate in the result of the company in the same way as the outstanding ordinary shares; and
• (ii) subject to and to the extent of the exercise of a Warrant, per exercised Warrant, the company's share capital will be increased, mutatis mutandis, in accordance with the issuance and exercise conditions of the concerned Warrant, taking into account the amendments set forth in item (g).

4. Amendment of the articles of association with immediate effect

Proposed resolution:

The first sentence of Article 25 (Committee and Delegations) is replaced as follows: "The board of directors may establish the committees it decides to establish, but shall at least establish an Audit Committee, a Remuneration Committee, a Strategic Committee and a Nomination Committee, it being understood however that the Remuneration Committee and the Nomination Committee can converge into one and the same committee."

5. Conditional amendments of the articles of association

Proposed resolution:

The following amendments of the articles of association will be made subject to and as the entry into force of new legislation in Belgium, in the form of the Act of December 20, 2010 regarding the exercise of certain rights of shareholders of listed companies, as amended as the case may be, and whereby each member of the board of directors of the company will be authorized to, as soon as reasonably and practically possible after the entry into force of these amendments, take all steps and carry out all formalities that shall be required to record the entry into force of the relevant amendments to the articles of association before the notary public:

(a) The provisions of Article 34: Convening meetings are replaced as follows:

" Article 34: Convening meetings

The convocations are done in accordance with the applicable legal provisions. The convocation must contain the information prescribed by the applicable legislation."

(b) The provisions of Article 35: Participation to the general shareholders' meetings are replaced as follows:

" Article 35: Participation to the general shareholders' meetings

The right to participate to a general shareholders' meeting is determined in accordance with applicable legislation. In order to be admitted to and participate in a general shareholders' meeting, a shareholder must make the relevant registrations, filings and notices and comply with other formalities as required by applicable law or as shall be set out (subject to the legal provisions) in the notice convening the meeting."

Prior to the participation to the meeting itself, the shareholders or their attorneys-in-fact must sign the attendance list, thereby mentioning

• a. the identity of the shareholder;
• b. if applicable, the identity of the attorney-in-fact; and
• c. the number of shares they represent.

Subject to additional provisions in these articles of association, the holders of other securities issued by the company (including the holders of warrants and bonds issued by the company) which have the right to participate to the general shareholders' meeting, must mutatis mutandis comply with the same formalities.

In accordance with Article 537 of the Belgian Company Code, the holders of warrants and bonds issued by the company have the right to attend the general meeting, but only with an advisory vote."

• (c) The title and the provisions of Article 36: Representation of Shareholders are replaced as follows: "Article 36: Representation of Shareholders – distance voting ":
• "36.1 Each shareholder can be represented at the meeting by a proxyholder to whom a proxy has been granted in accordance with the applicable legal provisions. The proxies concerned must be in writing or in an electronic format and must bear the signature of grantor of the proxy (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code or as otherwise permitted by applicable law). In accordance with applicable law, the dated and signed proxy must be sent by letter, fax, email or any other means mentioned in Article 2281 of the Civil Code to the company's registered office or to the place indicated in the notice. The proxy must reach the company at the latest on the sixth calendar day prior to the general meeting. The proxy holders must comply with applicable law in relation to proxies for general meetings.
• 36.2 Legal entities are represented by the body which is authorized to represent them in accordance with their articles of association, or by a person, whether or not a Shareholder, which has been given a proxy in accordance with the provisions of this Article.
• 36.3 If the convening notice so provides, a Shareholder may, prior to the general shareholders' meeting, vote by mail or via electronic means using forms which will be made available to the shareholders.

This form contains at least the following information: (i) the identity of the Shareholder, (ii) the domicile or registered office of the Shareholder, (iii) the number of Shares or votes with which the Shareholder wishes to participate to the voting, (iv) the form of the Shares held by the shareholder, (v) the agenda of the shareholders' meeting, including the proposed resolutions, (vi) the term within which the company must receive the form for distance voting, and (vii) the positive or negative vote or the abstention relating to each proposed resolution. Forms which do not indicate a positive or negative vote, or the abstention, are void. The form must bear the shareholder's signature (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code or as otherwise permitted by applicable law).

In accordance with applicable law, the dated and signed voting forms must by sent by letter, fax, email or any other means mentioned in Article 2281 of the Civil Code to the company's registered office or to the place indicated in the notice. The company must receive the voting form at the latest on the sixth calendar day prior to the general shareholders' meeting concerned. In accordance with applicable law, electronic votes are permitted until the day before the general shareholders' meeting concerned.

The board of directors may arrange for distance voting electronically via one or more websites. It shall determine the practical procedures for such electronic voting, ensuring that the system used allows for the inclusion of the information referred to in the second paragraph of this Article 36.3 and controls the compliance with the prescribed time limits."

• (d) In Article 38: Postponement of the meeting the words "three weeks" in the first and second paragraph are replaced by the words "five weeks".
• (e) In Article 39: Decisions on matters not in the agenda – Amendment the following paragraph is added: "In accordance with applicable law, the shareholders can have items added to the agenda of the general shareholders'' meeting and may submit proposed resolutions."
• (f) The last paragraph of Article 46: Fiscal year – financial statements is replaced by the following paragraph: "As the case may be and as far as applicable, the board gives the documents together with the annual report to the statutory auditors, who are required by law to draft the said report, at least within the timeframe prescribed by law."

Quorum: In accordance with the Belgian Company Code, a quorum of at least 50% of the outstanding shares must be present or represented at the extraordinary shareholders' meeting in relation to the deliberation and voting of the respective items mentioned in the agenda of the extraordinary shareholders' meeting. If this quorum would not be obtained, a second extraordinary general shareholders' meeting will be held, unless announced otherwise. The quorum requirement will not apply to this second meeting.

Voting: Subject to the applicable legislation, each share entitles to one vote. In accordance with Article 537 of the Belgian Company Code, the holders of warrants issued by the company may attend the extraordinary general shareholders' meeting, hence with advisory vote only.

PARTICIPATION TO THE GENERAL SHAREHOLDERS' MEETINGS

Conditions of admission: In order to be admitted to the general shareholders' meetings of the company, the holders of securities issued by the company must comply with Article 536 of the Belgian Company Code and with the company's articles of association, and must fulfill the following formalities and make the following notifications:

• The holders of physical bearer shares must deposit their securities at the counter of an office of ING Belgium or at the registered office of the company at the latest on April 22, 2011. Evidence of the submission must be presented in order to be admitted to the meetings.
• The holders of dematerialized shares must deposit at the counter of an office of ING Belgium or at the registered office of the company at the latest on April 22, 2011, a certificate issued by the settlement institution or a certified account holder confirming the number of shares that have been registered in their name and stating that the shares are blocked until after the date of the general shareholders' meetings. Evidence of the submission must be presented in order to be admitted to the meetings.

• The holders of registered shares or warrants must be registered in the company's register of the registered shares or warrants and must inform the company in writing of their intention to participate to the meeting at the latest on April 22, 2011.

Powers of Attorney – The holders of securities issued by the company, who wish to be represented by means of a power of attorney, are requested to use the proxy form established by the board of directors and that is made available at the registered office and the website (www.telenet.be) of the company. They must deposit their written and duly signed power of attorney at the registered office of the company at the latest on April 22, 2011. Furthermore, they must comply with the formalities for participation to the meetings, as described above.

Voting by mail – Each shareholder further has the right to cast its votes by mail. To be valid, the voting form must set forth the identity of the shareholder, the number of shares with which he wishes to participate to the voting, the entire agenda and the voting intentions (clarified and motivated, as the case may be). The voting form must be sent by registered letter against acknowledgement of receipt to the registered office of the company at the latest on April 22, 2011. The voting form is made available at the registered office and the website (www.telenet.be) of the company. Furthermore, the shareholders must comply with the formalities for participation to the meetings, as described above.

Documents - As of fifteen (15) days prior to the general shareholders' meetings, the holders of securities issued by the company can, upon presentation of their security, obtain at the registered office of the company, free of cost, a copy of the financial statements and the reports referred to in the agenda of the meetings, as well as the annual brochure of the company and the proposal for a new consolidated text of the articles of association of the company. These documents will also be made available at the website of the company (www.telenet.be).

Admission to the meetings: Persons wishing to attend the general shareholders' meetings must submit evidence of their identity and/or power of attorney at the start of the meetings. Representatives of companies must evidence their capacity of representative or proxy holder.

The board of directors