EUR 1000.00 For Business Accounts Only

Altice Europe - AGM 26 June 2020

ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an
electronic meeting only. Consequently, it will not be possible to attend the AGM in
person.
In general, Altice Europe ("Altice") is in compliance with the Dutch regulations relating to
the organisation and procedures of the Annual General Meeting.
Under ITEMS 2d and 4a-4e approval is sought for the Company's remuneration report,
remuneration policy and various individual arrangements. Since ECGS has various
concerns over Altice Europe's executive compensation it recommends to vote OPPOSE
to ITEMS 2d, 4c, 4d and 4e.
Under ITEMS 3a and 3b discharge of the executive and non-executive members of the
board of directors is sought. ECGS has serious concerns regarding the governance of
the group, in particular a 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 situation (although improved) of the
Company with negative group share equity of EUR -2.5 billion. Accordingly, ECGS
recommends to vote OPPOSE.
Under ITEMS 5a (i) and 5a (ii) authorisation is sought to issue shares. The authority will
remain in effect for a period of 5 years (i.e. until June 26, 2025) and shareholders¶pre-
emptive rights may be waived. In aggregate, the authorisation requested is limited to
100% of the Company¶s authorised share capital and thereby substantially exceeds
ECGS¶guidelines. Accordingly, ECGS strongly recommends to vote OPPOSE.
Under ITEM 5b authority is sought to repurchase own shares. Although the authority
requested would meet its guidelines, ECGS notes that the Company has a substantial
debt burden. In addition, in view of the recent events relating to Covid-19, ECGS
considers that it is not the right moment to proceed to a new share buyback programme.
Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 6 authority is sought for a capital reduction by cancellation of part of its
holding of treasury shares. In ECGS¶view, a reduction of share capital by cancellation of
shares is a technical issue that does not negatively impact shareholder interests. As a
matter of principle, ECGS will only oppose share cancellations which significantly deplete
cash flow provided that a company is not able to pay a dividend. ECGS notes that the
Company has not paid a dividend for the past four years and it therefore does not
support this proposed capital reduction. In addition, ECGS considers that it should wait
until next year to cancel its repurchased shares. In case there is a further deterioration of
the market, Altice Europe could decide to re-issue the treasury shares to strengthen its
capital base. Therefore, ECGS recommends to OPPOSE.
Finally, under ITEM 7, the board of directors seeks approval to amend various articles of
the Company's Articles of Association. although ECGS has no (major) concerns over the
proposed change of Article 16.4 it does NOT approve of the proposed amendments of
Articles 7.1, 8.3 and 8.4. Accordingly, ECGS recommends to vote OPPOSE.