Altice Europe N : 8. Minutes of the 2019 Annual General Meeting

ALTICE EUROPE N.V.

with corporate seat in Amsterdam

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Trade Register Number 63329743

Minutes of the Annual General Meeting of Altice Europe N.V., a limited liability company, with corporate seat in Amsterdam and address at: 1097 JB Amsterdam, the

Netherlands, Prins Bernhardplein 200, Trade Register number: 63329743 ("Altice" or the "Company"), held on 27 June 2019 at 11:00 hours (Amsterdam time) at the

Conservatorium Hotel, 1071 AN Amsterdam, the Netherlands, Van Baerlestraat 27.

1.

Opening

The Chairman, non-executive director and Chairman of the Board of the Company, Mr.

Jurgen van Breukelen, opens the meeting and on behalf of the Board welcomes everyone to the Annual General Meeting of Altice. The Chairman notes that also present at the meeting are: Mr. Dennis Okhuijsen, representing A4 S.A.; Ms. Natacha Marty, General

Counsel and Company Secretary; Mr. Thierry Sauvaire, non-executive director; and Mr. Philippe Besnier, non-executive director. In accordance with the Dutch Corporate

Governance Code, the external auditor of the Company, Deloitte Accountants B.V., is also present. Mr. Ben Dielissen is attending the meeting on behalf of Deloitte and is available to answer any questions relating to the report on the fairness of the annual financial statements tabled under agenda item 3.

The Company Secretary, Ms. Marty, is appointed as secretary for this Annual General Meeting. The meeting is held in English.

The Chairman notes some meeting formalities. Voting will take place by acclamation. At the end of presenting each voting item on the agenda, the Chairman will ask those shareholders (or representatives of shareholders), who wish to either vote against or abstain from voting, to raise their hands. The Chairman will then ask those individuals, who have raised their hands, to (i) state their names, (ii) indicate on behalf of whom they are either voting against or are abstaining from voting, and (iii) indicate the number of common shares A, common shares B or preference shares B for which the votes will be cast.

Some shareholders have granted a power of attorney to the General Counsel and Company Secretary and the Chief Financial Officer, each acting individually, or to the independent notary. These voting instructions have been processed and the corresponding votes will be included in the final voting results. Before starting the voting procedure for agenda item 3, the Chairman will announce the number of people attendingas shareholder or as representative of a shareholder, and the number of votes that can be cast. The exact number of votes and the relevant percentages for each voting item will be published on the Company's website.

The Chairman requests that those individuals with questions use the microphone, and state both their own names and the names of the companies or institutions they represent.

This request is made in view of the minutes, for which purpose a recording is made of this meeting. Questions may be posed in either English or Dutch; the response will be in

English.

The Chairman makes some opening remarks. Altice has been in a year of significant transition in 2018 - not in the least with the split of Altice into Altice Europe and Altice USA. This split enables Altice Europe to focus on the challenges it faces, predominantly in

Europe, and, likewise, enables Altice USA to focus on the challenges it faces in the USA.

In addition, at the end of November 2018, Altice Europe announced that Altice France had entered into an exclusivity agreement with Allianz, AXA and OMERS Infrastructure, regarding the sale of a 49.99% stake in the fibre-to-the-home activities of SFR, for a total cash consideration of EUR 1.8 billion based on an estimated total equity value of EUR 3.6 billion at closing. This transaction closed at the end of March 2019.

Operationally, Altice has been active last year. In France and Portugal, Altice launched its first 5G sites. Furthermore, Altice entered into three transactions to divest a part of its tower portfolios: (i) Altice France went into a transaction with KKR, where it sold a 49.99% stake in the tower company Hivory to KKR; (ii) in Portugal, Altice announced the sale of a 75% stake to a consortium, including Morgan Stanley Infrastructure Partners and Horizon Equity Partners; and (iii) in the Dominican Republic, Altice sold a portfolio of telecom towers to Phoenix Tower International, a portfolio company of Blackstone. The Chairman adds to this by stating that Altice has been very active in refinancing some of its credit pools in 2018.

2. Management Report for the financial year 2018

• a. Discussion of the 2018 Management Report, including corporate governance

• b. Explanation of the reservation and dividend policy

• c. Explanation of the implementation of the Remuneration Policy of the Board

The Chairman notes that the 2018 Management Report is included in the 2018 Annual

Report of the Company (pages 6 - 151). Any deviations from the Dutch Corporate Governance Code are set out in paragraph 3.6.2 of the 2018 Management Report. The full comply-or-explain list with respect to the Company's compliance with the Code is available on the Company's website.

The Chairman continues and notes that on June 8, 2018, the Company effected the separation of its European and American activities, by way of a special distribution in kind of its 67.2% interest in Altice USA to the Company's shareholders out of the Company's share premium reserve. At the same time, the Company was renamed Altice Europe N.V.

and reorganised its structure, which comprises Altice France, Altice International and a newly formed Altice TV subsidiary.

In connection with and following the separation of Altice USA, the Company strengthened its management and governance structure in 2018 as follows:

• • Mr. Drahi was appointed as executive Board member and President of the Board;

• • Mr. Weill was appointed as executive Board member and Chief Executive Officer;

• • Ms. Marty was appointed as executive Board member;

• • Mr. Sauvaire, Mr. Besnier and Mr. Paulmier were appointed as non-executive Board members;

• • Mr. Goei, Mr. Okhuijsen, Mr. Matlock and Mr. Allavena stepped down as members of the Board; and

• • Mr. Okhuijsen was appointed as permanent representative of A4 S.A., replacing Mr. Bonnin.

In parallel with the above, the Company implemented a ''one-signature regime'', as a result of which the President, acting individually, is authorised to represent the Company. This regime was implemented to enable the Company to be represented in a more flexible and adequate manner.

The Chairman notes that the Board has slightly updated the dividend policy in connection with the separation of Altice USA. In line with the Company's dividend policy, the Board has assessed the relevance of paying dividends in light of its key objectives of increasing operational efficiencies of its existing businesses, driving growth through reinvestment and integrating its acquired businesses by utilising the Altice group's operational expertise, scale and investment support, as well as its strategy to prioritise investments in its infrastructure, portfolio of rights or value-accretive acquisitions, including, as the case may be, by increasing its shareholding in its subsidiaries or by buying back its own shares. The Board has concluded not to distribute any dividend and proposes to allocate the profit for the financial year 2018 to the retained earnings and, for a marginal amount, to the retained earnings reserve for the Preference Shares B, as required by the Articles of Association of the Company.

The Remuneration Policy of the Board and its implementation during the financial year 2018 are set out in paragraphs 5.5.2 and 5.5.3 of the 2018 Management Report.

The Chairman gives Mr. Okhuijsen the floor to guide the General Meeting through the financial results of 2018.

Mr. Okhuijsen gives an overview of the activities in 2018, including the Company's financial results and some balance sheet statistics.

In June 2018, a major transaction took place when Altice separated its Europe and USA businesses, which now are separately listed. Altice USA is listed on the New York Stock Exchange, and Altice Europe continues to be listed in Amsterdam. Separate management teams are in place with a separate governance. There is not much operational activitybetween the units. Altice believes this has led to much more focus in terms of management approach and greater clarity for shareholders who can invest in the region they like most.

2018 was the year of Altice's operational turn-around. At the start of 2018, some of the operational metrics were not under control. For example, the churn on the residential business was too high, especially in France. The churn was in excess of 20 to 25%, meaning that every customer was leaving on average every four years, which created a lot of operational volatility. Therefore, Altice has recreated operating procedures which likely have led to the current, much lower churn and the customer satisfaction going up.

In its main markets in Europe, Portugal and France, Altice no longer loses customers on both fixed and mobile, but has consistently added customers every quarter. This trend has continued in 2019. The financial results of the Company in 2018 have been impacted by the fact that Altice lost a lot of customers in 2017, but the operating performance, which has increased in 2018, displays very well how 2019 is turning out financially. Altice believes that the operational turn-around paves the way for growth and that Altice's historic investments in infrastructure are paying off.

At the start of 2018, Altice had the objective to deleverage and stabilise its balance sheet.

On the infrastructure side, Altice labelled a few assets for disposal. During 2018, Altice created EUR 8 billion of infrastructure value in entities related to its mobile tower portfolio, as well as in some of its selected fibre networks. Of the EUR 8 billion of crystallized value,

Altice sold EUR 4 billion in cash to repair the balance sheet and to make it more future-proof.

The content strategy, where Altice in France introduced packages, also centered around the Champions League, had a successful start.

In 2018 and the beginning of 2019, Altice conducted a huge refinancing activity. Altice has a very back-ended maturity profile. All its debt continues to trade at or above par, which shows that Altice still has the confidence of the debt market, which feels comfortable with

Altice's operational turnaround and financial results. Specifically, in 2018, Altice achieved the guidance which was set for the year: the operating free cash flow of EUR 1.5 billion in

France and EUR 2.3 billion for the whole of Altice Europe (excluding the pay TV division) was realised. Mr. Okhuijsen indicated that he believes that Altice had a good year vis-a-vis the objectives that Altice set at the beginning of 2018.

Altice crystallized EUR 8 billion of infrastructure value in 2018, with three tower transactions, in France, Portugal and the Dominican Republic. These assets were sold at an 18x to 19x EBITDA multiple (when the telecommunication companies in Europe normally trade at a 6x EBITDA multiple), which is 3x their normal value. Altice used the proceeds to pay down debt and to get the leverage closer to its target leverage.

Although Altice sold some of its assets, it still owns the vast majority of them. Altice owns 100% in its cable plant in France, which covers 10 million households, of which 2.5 million homes passed are in densely populated areas. Altice owns 50% of its towers in Franceand fully owns its fibre network in Portugal. In addition, Altice has highly valuable stakes in (i) Altice USA, which has an estimated value of EUR 600 million, and (ii) Teads, the digital advertising company, which Altice fully owns.

Mr. Okhuijsen continues with the 2018 financial results and notes that Altice met its guidance. Based on the operating issues Altice had in 2017, the Company knew that 2018 would be challenging from a financial perspective. For the group, the revenue declined on a constant currency basis by 2.9% and the operating free cash flow went down 13.5% compared to 2017, in line with Altice's expectations. However, in France, where Altice was losing 4.3% of revenue in 2018, the Company is guiding a 3 to 5% growth in terms of revenue in 2019. In Portugal, Altice is no longer losing revenue and, in 2019, revenue will be growing. Mr. Okhuijsen notes that Altice is harvesting in 2019 the operational reset of the business in 2018.

By the end of 2018, the Company had a net debt of EUR 28.8 billion on a consolidated basis at 5.6x leverage. For Altice France and Altice International, the leverage was 3.6x and 4.8x. Because of its growing business in 2019 and the fact that Altice is expecting some disposal proceeds still to come in, Altice believes that it is realistic that within 24 months, the leverage will be closer to 4.25x at the level of Altice Luxembourg, where all its public debt is concentrated.

The maturity profile of the debt was already back-ended: the average life of the debt is 6 years and no major repayment will take place on the debt until 2022. Altice has a strong liquidity position, with EUR 5.8 billion of liquidity available. Of the EUR 4.3 billion that were due in 2022, Altice recently refinanced EUR 3.3 billion into 2027. For the next four to five years, Altice has a manageable repayment profile, which gives Altice a good runway for a leveraged company to make the right investment decisions.

Altice's debt is trading above par, and with the operating results that Altice is achieving in 2019, this indicates that the costs of its debt will come down, as Altice will be able to benefit from lower interest rates should it do a refinancing. Altice currently pays an average interest rate of 5.7%. Mr. Okhuijsen believes that this number will be lower in terms of outlook.

Mr. Okhuijsen indicates that Altice achieved its guidance for 2018 and that for 2019, Altice has set out a guidance with (i) a revenue growth in France between 3 and 5%, (ii) an adjusted EBITDA in France between EUR 4 and 4.1 billion, a 10% increase compared to the 2017 adjusted EBITDA of EUR 3.7 billion, and (iii) an Altice's operating free cash flow growth in the 10% area.

The Chairman thanks Mr. Okhuijsen for his presentation and asks whether there are any questions.

Mr. Van Hudding (VEB, European Investors Association) remarks that Mr. Okhuijsen highlighted several items in his presentation that are going well (the clients coming back, the churn and the number of calls going down, etc.). He asks what Altice expects, looking forward, in terms of those things which are not going well. Mr. Van Hudding notes that the