Telenet Group Holding NV — Proxy Solicitation & Information Statement 2020

Apr 10, 2020

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VOTING LETTER

Annual General Shareholders' Meeting 29 April 2020 (10.00 a.m. CET)

This is an unofficial English translation, for information purposes only. Please only sign and return the original Dutch version.

IN ACCORDANCE WITH THE APPLICABLE EMERGENCY LEGISLATION, THE DEADLINE FOR PROVISION OF VOTING LETTERS HAS BEEN EXTENDED TO 25 APRIL 2020. HOWEVER, GIVEN THAT THE ADMISSION CONDITIONS REMAIN APPLICABLE, SHAREHOLDERS ARE REMINDED THAT THE DEADLINE FOR THE FULFILMENT OF SUCH ADMISSION CONDITIONS ALSO REMAINS APPLICABLE, I.E. 23 APRIL 2020. WE REFER TO THE 10 APRIL 2020 PRESS RELEASE OF THE COMPANY OR ITS WEBSITE FOR MORE DETAILS.

The signed Dutch version of the voting letter shall be returned to Telenet Group Holding NV (the Company) by mail at the latest on 25 April 2020 to:

Telenet Group Holding NV the Company Secretary Liersesteenweg 4 2800 Mechelen, Belgium

or

Telenet Group Holding NV the Company Secretary Neerveldstraat 107 1200 Sint-Lambrechts-Woluwe, Belgium

or per e-mail to: corporategovernance@telenetgroup.be

The Undersigned	(name and first name / Name of the Company)
Residing / Registered Office
Owner of		Shares of Telenet Group Holding NV
	(Number)
Nature of shares	 dematerialized  registered

votes by letter in the following way with respect to the Annual General Shareholders' Meeting, which will be held on Wednesday 29 April 2020 as from 10.00 a.m. CET.

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My vote on each of the proposed resolutions is as follows:

(please mark the appropriate boxes)

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 financial year ended on December 31, 2019.

2. Consolidated financial statements and reports on the consolidated financial statements

Communication of and discussion on (i) the consolidated financial statements, (ii) the annual report of the board of directors and (iii) the report of the statutory auditor on the consolidated financial statements for the financial year ended on December 31, 2019.

3. Communication and approval of the statutory financial statements; dividend; POA Communication and approval of the statutory financial statements for the financial year ended on December 31, 2019, and of the proposed allocation of the result, including the approval of a dividend. Power of attorney.

Proposed resolution: approval of the statutory financial statements for the financial year ended on December 31, 2019, and of the proposed allocation of the result, including the approval of a dividend of EUR 1.3050 per share gross, payable as from 6 May 2020. This represents an aggregate amount of EUR 143.2 million gross as per 20 March 2020 while noting that this aggregate amount may change in function of possible changes in the number of own shares held by the Company on the record date for the payment of the dividend. The annual general meeting delegates all further powers with regard to the payment of the dividend to the board of directors.

		
I AGREE	I DO NOT AGREE	ABSTENTION

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 financial year ended on December 31, 2019.

Proposed resolution: approval of the remuneration report as included in the annual report of the board of directors, for the financial year ended on December 31, 2019.

		
I AGREE	I DO NOT AGREE	ABSTENTION

5. Discharge from liability to the directors

Proposed resolution: to grant discharge from liability to the directors who were in office during the financial year ended on December 31, 2019, for the exercise of their mandate during said financial year.

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Unofficial English translation – Please sign original Dutch version

5.a/ Bert De Graeve	I AGREE	I DO NOT AGREE	ABSTENTION
(IDw Consult BV)			
5.b/ Jo Van			
Biesbroeck (JoVB BV)	I AGREE	I DO NOT AGREE	ABSTENTION
5.c/ Christiane			
Franck	I AGREE	I DO NOT AGREE	ABSTENTION
5.d/ John Porter			
	I AGREE	I DO NOT AGREE	ABSTENTION
5.e/ Charles H.			
Bracken	I AGREE	I DO NOT AGREE	ABSTENTION
5.f/ Manuel			
Kohnstamm	I AGREE	I DO NOT AGREE	ABSTENTION
5.g/ Severina Pascu			
	I AGREE	I DO NOT AGREE	ABSTENTION
5.h/ Amy Blair			
	I AGREE	I DO NOT AGREE	ABSTENTION
5.i / Enrique Rodriguez	 I AGREE	 I DO NOT AGREE	 ABSTENTION
5.j/Diederik Karsten			
	I AGREE	I DO NOT AGREE	ABSTENTION

6. 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 financial year ended on December 31, 2019.

I AGREE	I DO NOT AGREE	ABSTENTION
		

7. Re-appointment of a director

Taking into account the advice of the remuneration and nomination committee of the Board, the Board recommends adopting the following resolutions, if applicable, upon nomination as stated in Article 18 of the articles of association of the Company. For further information, in relation to the relevant person proposed to be (re- )appointed and his resume, reference is made to the corporate governance statement in the annual report of the Board.

Proposed resolutions:

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Unofficial English translation – Please sign original Dutch version

(a)	Re-appointment, upon nomination in accordance with Article 18.1 (ii) of the articles of association, of Mr. Charles H. Bracken as director of the Company, remunerated as set forth below under (b) for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2024 which will be held to deliberate on the financial statements of the financial year ended on December 31,2023.
	 I AGREE	 I DO NOT AGREE	 ABSTENTION
(b)	The mandate of the director appointed in accordance with item 7(a) of the agenda, is remunerated in accordance with the resolutions of prior general shareholders' meetings, in particular (i) a fixed annual remuneration of EUR 12,000 and (ii) an attendance fee of EUR 2,000 for attended meetings of the board of directors. The fixed remuneration will only be payable if the director has participated in at least half of the scheduled board meetings. No separate remuneration is provided for meetings of the committees of the board of directors.
	 I AGREE	 I DO NOT AGREE	 ABSTENTION
8.		Re-appointment of the statutory auditor
	Proposed resolution: Reappointment of KPMG Bedrijfsrevisoren CVBA (B00001), Luchthaven Brussel Nationaal 1K, 1930 Zaventem, as statutory auditor of the Company, charged with the audit of the statutoryand consolidated annual accounts of the Company, for a period of three (3) years. The mandate will expire at the closing of the general meeting called to approve the accounts for the year ending December 31, 2022. KPMG Bedrijfsrevisoren CVBA has designated Mr. Götwin Jackers (IBR No. 2158), bedrijfsrevisor / réviseur d'entreprises, as permanent representative. The fees of the statutory auditor for the audit of the statutory annual accounts of the Company for the year ending December 31, 2020 amount to EUR 9,572. The fees for the audit of the other companies included in the consolidation and for which KPMG Bedrijfsrevisoren CVBA has been appointed as statutory auditor, amount to EUR 1,293,714 for the year ending December 31, 2020.
	 I AGREE	 I DO NOT AGREE	 ABSTENTION
9.	Companies and Associations	Ratification and approval in accordance with Article 7:151 of the Code of

Proposed resolution: Ratification and approval, in as far as needed and applicable, in accordance with Article 7:151 of the Code of Companies and Associations, of the terms and conditions of (i) the performance share plans, (ii) the share option plans and (iii) the restricted share plans issued on 6 May 2019 to (selected) employees of the Company, which may grant rights that either could have an impact on the Company's equity or could give rise to liability or obligation of the Company in case of a change of control over the Company or a public takeover bid on the shares of the Company.

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Unofficial English translation – Please sign original Dutch version

	 I AGREE	 I DO NOT AGREE	 ABSTENTION
	legally possible during the general meeting):	In case of amendments to a proposed resolution or a new proposed resolution 1	(insofar as
	the Undersigned votes for	the amended or new resolution
	the Undersigned votes against	the amended or new resolution
	the Undersigned abstains		from the vote on the amended or new resolution
		the chairman of the Board of Directors of the Company is appointed as special proxy holder, with power of substitution, to vote in the name of the Undersigned on the amended or new resolution
1	proposed by the Board of Directors.	Absence of instructions on this form or to the proxy holder shall be tantamount to an instruction to vote for the amended or new resolution
		Done at, on 2020.
		Signature(s):