Expert Corporate Governance Service (ECGS)
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Telenet Group - AGM and EGM 24 April 2019

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

ITEMS 1 to 8 concern the Annual General Meeting.

ITEMS E.1 and E.2 concern the Extraordinary Meeting.

in ITEM 4, the board of directors seeks approval of the Company's remuneration report. Since ECGS does not approve the long term incentive plans that do not operate one or more challenging performance conditions, we recommend shareholders to OPPOSE.

Under ITEMS 5.1- 5.13, the Company seeks to discharge individual members of the board of directors. In light of insufficient attendance at board meetings, ECGS recommends to OPPOSE the discharge of: Mr. Jim Ryan (ITEM 5.6), Mr. Diederik Karsten  (ITEMS 5.7 and 5.13), Mr. Manuel Kohnstamm (ITEM 5.8), Ms Severina Pascu (ITEM 5.9), Ms. Amy Blair (ITEM 5.10), Ms Dana Strong (ITEM 5.11) and Ms. Suzanne Schoettger (ITEM 5.12).

Under ITEMS 7.2-7.4, two (re-)elections and one new nominee on the board of directors are proposed.

In light of insufficient independent representation on the board (33%) and concerns over aggregate time commitments, ECGS recommends to OPPOSE to the elections of: Mr. Manuel Kohnstamm (ITEM 7.3) and new nominee Enrique Rodriguez (ITEM 7.4).

Finally, under ITEM 8, the board of directors seeks approval of the terms and conditions of the Company's stock option plan. ECGS does not approve of long term incentive plans that do not operate one or more challenging performance conditions. Therefore, we recommend to OPPOSE.

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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