Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 26/04/2017

In general, Telenet is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 4, the Board of Directors seeks approval for the Company's remuneration report. Since we have various concerns over the Company's executive compensation structure we recommend opposition.

Under ITEMS 6a-6n, discharge of the Board of Directors is sought. As we do not approve of the discharge of Directors who missed more than 25% of the board meetings without adequate justification, we recommend opposing the discarge of Mr. John Porter (ITEM 6d), Mr. Diederik Karsten (ITEM 6f), Mr. Manuel Kohnstamm (ITEM 6g), Mr. Jim Ryan (ITEM 6h) and Ms. Suzanne Schoettger (ITEM 6m).

Under ITEM 11, approval is sought for the terms and conditions of the performance share plan(s). As we have various concerns over the LT incentive plan(s) we recommend opposition.

Under ITEM 12, authorisation is sought to issue shares and subscription rights in connection with future incentive plans. In light of our concerns over the various incentive plan(s) we recommend opposition.

Extraordinary Meeting

Under ITEM 2a, the Board of Directors seeks authorisation to issue shares. Since the maximum number of shares to be issued substantially exceeds our guidelines, we recommend opposition.

Under ITEM 2b, it is proposed to amend Article 7 of the Company's Articles of Association. In our view this is an enabling resolution of ITEM 2a (see above) and There fore we recommend opposition.

Telenet Group Holding NV

Telenet Group Holding is a holding company. Through its subsdiairies and its broadband network, Co. is engaged in the provision of cable television, including television services, broadband internet and telephony services to residential subscribers in Flanders and certain communes in Brussels as well as broadband internet, data and voice services in the business market throughout Belgium and parts of Luxembourg. In addition, Co. is engaged in the provision of mobile telephony services through a mobile virtual network operator partnership with Mobistar NV.


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