ZEGONA COMMUNICATIONS PLC

AGM Information • Sep 22, 2017

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

ZEGONA COMMUNICATIONS PLC

(Passed 22 September 2017)

At the GENERAL MEETING of the above-named Company, duly convened and held at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL on 22 September 2017 at 11:00 a.m. the following resolutions were passed as special resolutions.

SPECIAL RESOLUTIONS

• 1. THAT, the Company be and is hereby generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006, as amended (the "Act"), to make one or more market purchases (as defined by section 693(4) of the Act) of ordinary shares of £0.01 each in the capital of the Company ("Shares"), in connection with the Tender Offer as described in the Circular to the Company's Shareholders dated 30 August 2017 (a copy of which is produced to the meeting and signed for identification purposes by the chairman of the meeting) provided that:
• (a) the maximum aggregate number of Shares that may be purchased under this authority is 70 million;
• (b) the Shares will be purchased at a maximum price of £4 per Share; and
• (c) the authority conferred by this resolution shall expire at the close of business on 21 September 2018.
• 1. THAT, pursuant to section 21(1) of the Companies Act 2006, the articles of association of the Company be amended by deleting Article 119 in its entirety and inserting the following in its place:
• "119. DIVIDENDS NOT IN CASH
• 119.1 The Company may by ordinary resolution in a general meeting, upon the recommendation of the Directors, direct, that payment of any dividend declared (including interim dividends) may be satisfied wholly or partly by the distribution of non-cash assets of equivalent value, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways.
• 119.2 Notwithstanding Article 119.1 above, to the extent that a distribution consists solely of shares held by the Company in Euskaltel, S.A. or any successor entity of Euskaltel, S.A. from time to time, the Board shall have the power to direct that payment may be satisfied wholly or partly by the distribution of non-cash assets of equivalent value, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways.
• 119.3 Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may:
  • 119.3.1 issue fractional certificates (or ignore fractions);
  • 119.3.2 fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and
  • 119.3.3 vest any such assets in trustees on trust for the person entitled to the dividend."