AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Telenet Group Holding NV

Proxy Solicitation & Information Statement Mar 26, 2021

4008_rns_2021-03-26_1bce265e-3e4f-4863-bb70-0661a6b17fc8.pdf

Proxy Solicitation & Information Statement

Open in Viewer

Opens in native device viewer

Unofficial English translation – Please sign original Dutch version

VOTING LETTER

Annual General Shareholders' Meeting

28 April 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 22 April 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 / Registered 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 Annual General Shareholders' Meeting, which will be held on Wednesday 28 April 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. 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, 2020.

  • 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, 2020.
  • 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, 2020, 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, 2020, and of the proposed allocation of the result, including the approval of a dividend of EUR 1.375 per share gross, payable as from 5 May 2021. This represents an aggregate amount of EUR 150.1 million gross as per 19 March 2021 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.

FOR AGAINST 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, 2020.

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, 2020.

FOR AGAINST ABSTENTION

5. Communication of and discussion on the remuneration policy

In accordance with Article 7:89/1 of the Belgian Code of Companies and Associations, the Company is required to establish a remuneration policy and to submit such policy to the approval of the general shareholders' meeting. The remuneration policy also takes into account the recommendation of Provision 7.1 of the Belgian Corporate Governance Code 2020.

Proposed resolution: approval of the remuneration policy.

FOR AGAINST ABSTENTION

6. 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, 2020, for the exercise of their mandate during said financial year.

6.a/ Bert De Graeve
(IDw Consult BV) FOR AGAINST ABSTENTION
6.b/ Jo Van
Biesbroeck (JoVB BV) FOR AGAINST ABSTENTION
6.c/ Christiane
Franck FOR AGAINST ABSTENTION
6.d/ John Porter
FOR AGAINST ABSTENTION
6.e/ Charles H.
Bracken FOR AGAINST ABSTENTION
6.f/ Manuel
Kohnstamm FOR AGAINST ABSTENTION
6.g/ Severina Pascu
FOR AGAINST ABSTENTION
6.h/ Amy Blair
FOR AGAINST ABSTENTION
6.i
/ Enrique
Rodriguez

FOR

AGAINST

ABSTENTION

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 financial year ended on December 31, 2020.

FOR AGAINST ABSTENTION

8. 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. 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:

(a) Re-appointment of Mr. John Porter as director of the Company, for a term of 4 years, with immediate effect and until the closing of the general shareholders' meeting of 2025 which will be held to deliberate on the financial statements of the financial year ended on December 31, 2024.

FOR AGAINST ABSTENTION

(b) The mandate of the director appointed is not remunerated.

FOR AGAINST ABSTENTION

9. Ratification and approval in accordance with Article 7:151 of the Code of Companies and Associations

Proposed resolution: Ratification and approval, in as far as needed and applicable, in accordance with Article 7:151 of the Belgian 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 11 May 2020 to (selected) employees of the Company, which may grant rights that either could have a substantial impact on the Company's assets or could give rise to substantial 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.

FOR AGAINST 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 13 April 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, will not be taken into account.

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):…………………………………………………………………………………………………………………

Talk to a Data Expert

Have a question? We'll get back to you promptly.