EUR 1000.00 For Business Accounts Only

Altice Europe - EGM 07 January 2021

ECGS notes that as a result of the Covid-19 pandemic the EGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the EGM in person.

In general, Altice Europe is in compliance with the Dutch regulations relating to the organisation and procedures of the EGM.

Under ITEMS 2b, 2c and 2d approval is sought for an acquisition offer on the Company made by major shareholder Next Alt (i.e. Mr. Patrick Drahi). The offer comprises EUR 5.35 in cash (cum dividend), which would represent an enterprise value of almost EUR 45 billion (including an estimated net debt of around EUR 38 billion). The offer represents a premium of approximately 61% to the closing price on the reference date (September 10, 2020) and a premium of nearly 52% to the volume-weighted average price for the one hundred and eighty (180) days period prior to and including the reference date. Even though the premium offered might seem attractive, the acquisition offer is NOT very generous in ECGS’ view. ECGS notes that, before the impact of the Covid-19 pandemics, Altice Europe’s share price was moving upwards and rated around EUR 6.50. The operations have been affected by the pandemics, but this impact could well be temporary. ECGS considers the odds for a competing bid very small given Next Alt’s interest of approximately 75% interest in the Company. ECGS furthermore does NOT consider it to be in shareholders’ best interest to stay on board as minority shareholder next to major shareholder Next Alt. Accordingly, ECGS recommends to vote FOR the acquisition.

Under ITEMS 3b and 3c approval is sought of the settlement of stock options and performance shares held by Ms. Marty and Mr. Weill in connection with the acquisition offer. As a matter of principle, ECGS considers any change of LT incentive design, including but not limited to discounted share options, accelerated vesting upon change of control, repricing or “re-testing”, or the granting of additional time periods to meet performance hurdles, highly inappropriate. ECGS furthermore believes that, in the event of a change in control, or other corporate event where a loss of employment is realised, only pro-rata performance criteria that reflect a real measure of underlying achievement should be awarded. ECGS opposes any blanket acceleration of the vesting, repricing or change of the performance conditions of equity incentives without special shareholder approval. In view of the above, ECGS recommends to vote OPPOSE.