Expert Corporate Governance Service (ECGS)
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Altice Europe 27 June 2019

In general, Altice Europe ("Altice") is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Since ECGS has serious concerns regarding the governance of the company, in particular remuneration policy leading to excessive amounts with poor links with long-term performance, board composition (high number of executives), concerns about the supplier and client relations and mismanagement of related-party transactions and, last but not least, the financial condition of the Company with deteriorating negative group share equity (almost doubling from -EUR 1.6 billion in 2017 to -EUR 3.1 billion in 2018) and net debt to free cash flow (exploding from 11 years in 2017 to an unsustainable and highly speculative 24 years in 2018), it recommends to vote OPPOSE to the discharge of the executive (ITEM 4) and non-executive directors (ITEM 5).

Under ITEMS 6a-6b, it is proposed to (re-)elect the board of directors. In view of insufficient independent representation on the board and other concerns,  ECGS recommends to vote OPPOSE to the re-election of: A4 S.A, permanently represented by Mr. Dennis Okhuijsen (ITEM 6a) and Mr. Jurgen van Breukelen (ITEM 6b).

Under ITEMS 7a-7e, various amendments are proposed to the Company's remuneration policy in general and some other arrangements in specific:  ECGS does not approve of the annual cash bonus of Ms. Marty (ITEM 7a); ECGS has no (special) concerns over the proposed amendment of the remuneration of CEO Weill (ITEM 7b);  ECGS does not agree with the proposed amendment of Ms. Marty's compensation (ITEM 7c);

 ECGS does not approve of the proposed (amendments to) remuneration policy (ITEM 7d); and ECGS does not agree with the proposed discretionary cash compensation to  some of the Company's non-executive directors (ITEM 7e).

Under ITEM 8, the board of directors seeks authorisation to repurchase own shares.  Although the authorisation requested would meet its guidelines, ECGS notes that the Company has a substantial debt burden. In addition, in view of the absence of a dividend  payment as well as an announced reason necessitating a stock repurchase, ECGS recommends to vote OPPOSE.

Finally, under ITEM 9, the board of directors seeks authority to reduce the Company’s  share capital by cancellation of its holding of treasury shares. Since ECGS notes that the Company has not paid a dividend for the past three years, it does not support the  proposed capital reduction.  Accordingly, ECGS recommends to vote OPPOSE.

Altice Europe NV A

Altice Europe is a provider of cable, fiber, mobile, telecommunications, content and media in Western Europe (comprising France, Portugal, Belgium, Luxembourg1 and Switzerland), the United States of America (U.S.), Israel, the Dominican Republic and the French overseas territories (comprising Guadeloupe, Martinique, French Guiana, La Reunion and Mayotte). Through its various business operations, Co. provides fixed services, mobile telephony services (other than in the U.S.) and media and advertising services to B2C and B2B customers in all of the geographies in which it operates. In addition, Co. offers a variety of wholesale and other services.


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