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Telenet Group Holding NV

Proxy Solicitation & Information Statement Oct 29, 2021

4008_rns_2021-10-29_871e30f5-46a1-4037-b41c-5bcfaebd6812.pdf

Proxy Solicitation & Information Statement

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VOTING LETTER

Special Shareholders' Meeting 2 December 2021 (10.00 a.m. CET)

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

The signed Dutch version of the voting letter shall be returned to Telenet Group Holding NV (the Company) by mail at the latest on 26 November 2021 to:

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

Or by e-mail to:

[email protected]

The Undersigned (name and first name / Name of the Company)

………………………………………………………………………………………………………………………………………………

Residing / Office

………………………………………………………………………………………………………………………………………………

(Number)

Owner of

Shares of Telenet Group Holding NV

Nature of shares dematerialized registered

votes by letter in the following way with respect to the Special Shareholders' Meeting, which will be held on Thursday 2 December 2021 as from 10.00 a.m. CET.

My vote on each of the proposed resolutions is as follows: (please mark the appropriate boxes)

1. Proposal to adopt an intermediate (gross) dividend per share of EUR 1.375

Proposed resolution: At the recommendation of the board of directors, the special shareholders' meeting resolves to approve an intermediate (gross) dividend per share of EUR 1.375 (net: EUR 0.9625 per share) or in total EUR 150.4 million based on the number of dividend-entitled shares outstanding on 26 October 2021, (which total amount may vary in function of the dividend-entitled shares on 6 December 2021), payable as from 8 December 2021, by deduction from the available reserves of the Company.

I AGREE I DO NOT AGREE ABSTENTION

2. Proposal to delegate powers to the board of directors

Proposed resolution: The special shareholders' meeting resolves to delegate to the board of directors all further powers with regard to the payment of the intermediate dividend to the shareholders.

I AGREE I DO NOT AGREE ABSTENTION

In case of amendments to the agenda and proposed additional resolutions as mentioned in article 7:130 of the Code of Companies and Associations, the Company will publish an amended agenda with, as the case may be, additional agenda items and additional draft resolutions by 17 November 2021 at the latest. In addition, the Company shall make amended forms available for votes by mail. Votes by mail that reach the Company prior to the publication of an amended agenda remain valid for the agenda items to which the votes by mail apply, subject, however, to applicable law and the further clarifications set out on the postal voting form. In accordance with the Code of Companies and Associations, a vote by letter regarding an agenda item for which a new proposed resolution was filed by a shareholder holding at least 3% of the shares, is null and void.

In case of amendments to a proposed resolution or a new proposed resolution (insofar as legally possible during the general meeting): 1

  • 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 following person is appointed as special proxy holder, with power of substitution, to vote in the name of the Undersigned on the amended or new resolution:

Mr./Mrs. …………………………………………………………………………………………….

1 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 proposed by the Board of Directors.

Done at ………………………………………………, on ……………………….…………………………. 2021.
Signature(s):…………………………………………………………………………………………………………………

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