Liberty Global : VodafoneZiggo Sustainable Finance Framework Second Party Opinion

Second-Party Opinion

VodafoneZiggo Sustainable Finance Framework

Evaluation Summary

Use of Proceeds Instruments

Green Bond Principles 2021, Green Loan Principles 2021

Sustainalytics is of the opinion that the VodafoneZiggo Sustainable Finance Framework is credible and impactful and aligns with the four core components of the Green Bond Principles 2021 and Green Loan Principles 2021 (the "Use of Proceeds Principles"). The eligible categories for the use of proceeds - Renewable Energy; Energy Efficiency; Clean transportation; Circular economy adapted products, production technologies and processes and/or certified eco- efficient products; and Green Buildings - are aligned with those recognized by the Use of Proceeds Principles, and investments in these categories are anticipated to lead to positive environmental impacts.

Sustainability-Linked Instruments

Sustainability-Linked Bond Principles 2020, Sustainability-Linked Loan Principles 2021

Sustainalytics is of the opinion that the VodafoneZiggo Sustainable Finance Framework aligns with the Sustainability-Linked Bond Principles 2020 and Sustainability-Linked Loan Principles 2021 (the "Sustainability-Linked Principles").

	KPI			SPT			Strength of the			Ambitiousness
					KPI			of SPT
				SPT a: to reduce absolute
Tonnes of carbon		scope 1 and 2 GHG
	emissions by 50% against a
dioxide equivalent
	2018 baseline		Very strong		Highly
(tCO2e)
					ambitious
				SPT b: to reduce absolute
				scope 3 GHG emissions by
				50% against a 2018 baseline

Evaluation Date	December 17,
	2021
Issuer/Borrower	Utrecht,
Location	Netherlands

The UoPs and SPTs contribute to the following SDGs:

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Second-PartyOpinion: VodafoneZiggo Sustainable Finance Framework

Table of Contents
Evaluation Summary ...........................................................................................................................	1
Table of Contents................................................................................................................................	2
Scope of Work and Limitations............................................................................................................	3
Introduction........................................................................................................................................	5
Sustainalytics' Opinion ........................................................................................................................	6
Section 1: Sustainalytics' Opinion on the Alignment of the Framework with Relevant Market Standards ...........	6
Alignment with Use of Proceeds Principles .................................................................................................................	6
Alignment with Sustainability-LinkedPrinciples........................................................................................................	10
Section 2: Assessment of VodafoneZiggo's Sustainability Strategy ................................................................	14
Section 3: Impact of the UoPs and SPT Selected .............................................................................................	16
Conclusion ........................................................................................................................................	19
Appendix 1 Green Bond / Green Bond Programme - External Review Form........................................	20
Appendix 2: Sustainability-Linked Bonds - External Review Form.......................................................	26
Disclaimer.........................................................................................................................................	30
About Sustainalytics, a Morningstar Company...................................................................................	31

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Second-PartyOpinion: VodafoneZiggo Sustainable Finance Framework

Scope of Work and Limitations

Sustainalytics' Second-Party Opinion reflects Sustainalytics' independent1 opinion on the alignment of the VodafoneZiggo Sustainable Finance Framework with current market standards. As part of the Second-Party Opinion, Sustainalytics assessed the following:

• The Framework's alignment with the Green Bond Principles 2021, Green Loan Principles 2021, Sustainability-Linked Bond Principle 2020, and Sustainability-Linked Loan Principle 20212,3 (the "Principles");
• The credibility and anticipated positive impacts of the use of proceeds and SPTs;
• The Company's sustainability strategy, performance and sustainability risk management; and

As part of this engagement, Sustainalytics held conversations with various members of VodafoneZiggo's management team to understand the sustainability impact of their business processes and the core components of the Framework. VodafoneZiggo representatives have confirmed that:

1. They understand it is the sole responsibility of VodafoneZiggo to ensure that the information provided is complete, accurate or up to date;
2. They have provided Sustainalytics with all relevant information; and
3. Any provided material information has been duly disclosed in a timely manner.

Sustainalytics also reviewed relevant public documents and non-public information. This document contains Sustainalytics' opinion of the Framework and should be read in conjunction with that Framework. Any update of the present Second-Party Opinion will be conducted according to the agreed engagement conditions between Sustainalytics and VodafoneZiggo.

Sustainalytics' Second-Party Opinion, while reflecting on the alignment of the Framework with market standards, is no guarantee of alignment nor warrants any alignment with future versions of relevant market standards. The Second-Party Opinion is valid for issuances aligned with the respective Framework for which the Second-Party Opinion was written up to 24 months or until one of the following occurs: (1) A material change to the external benchmarks4 against which targets were set; (2) A material corporate action (such as material M&A or change in business activity) which has a bearing on the achievement of the SLBs and/or SLLs or the materiality of the KPI.5

For use of proceeds instruments, Sustainalytics relied on its internal taxonomy, version 1.11.1, which is informed by market practice and Sustainalytics' expertise as an ESG research provider. The Second-PartyOpinion:

• addresses the anticipated impacts of eligible projects expected to be financed with bond proceeds but does not measure the actual impact. The measurement and reporting of the impact achieved through projects financed under the Framework is the responsibility of the Framework owner.
• opines on the potential allocation of proceeds but does not guarantee the realised allocation of the bond proceeds towards eligible activities

For sustainability-linked instruments, the Second-Party Opinion:

• addresses the anticipated SPT of the KPI but does not measure the KPI's performance. The measurement and reporting of the KPI is the responsibility of the issuer or borrower.

1. When operating multiple lines of business that serve a variety of client types, objective research is a cornerstone of Sustainalytics and ensuring analyst independence is paramount to producing objective, actionable research. Sustainalytics has therefore put in place a robust conflict management framework that specifically addresses the need for analyst independence, consistency of process, structural separation of commercial and research (and engagement) teams, data protection and systems separation. Last but not the least, analyst compensation is not directly tied to specific commercial outcomes. One of Sustainalytics' hallmarks is integrity, another is transparency.
2. The bond Principles, Guidelines and Handbooks are administered by the International Capital Market Association and are available at:https://www.icmagroup.org/sustainable-finance/the-principles-guidelines-and-handbooks/
3. The loan Principles and Guidelines are administered by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association and are available at:https://www.lsta.org/content/?_industry_sector=guidelines-memos-primary-market
4. Benchmarks refers to science-based benchmarks
5. Sustainalytics has provided an opinion based on the understanding that the financial characteristics of instruments issued under this Framework will be tied to the achievement of SPTs corresponding to each of the KPIs included in the Framework.

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Second-PartyOpinion: VodafoneZiggo Sustainable Finance Framework

No information provided by Sustainalytics under the present Second-Party Opinion shall be considered as being a statement, representation, warrant or argument, either in favour or against, the truthfulness, reliability or completeness of any facts or statements and related surrounding circumstances that VodafoneZiggo has made available to Sustainalytics for the purpose of this Second-Party Opinion.

For inquiries, contact the Sustainable Finance Solutions project team:

Jose Yakoubian (Toronto)	Enrico Tessadro (Amsterdam)	Arnab Deb (Mumbai)
Project Manager	Client Relations	Project Support
[e-mail]	[e-mail]	[e-mail]
([phone]	([phone]
Vijay Wilfred
Project Support
[e-mail]

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Second-PartyOpinion: VodafoneZiggo Sustainable Finance Framework

Introduction

VodafoneZiggo Group B.V. and its subsidiaries ( "VodafoneZiggo" or the "Company") is a joint venture between the Liberty Global and Vodafone, headquartered in Utrecht, The Netherlands. The Company provides fixed, mobile and integrated communication and entertainment services to consumers and businesses. As of September 30, 2021, the company services 5 million mobile, nearly 4 million video, over 3 million fixed broadband internet and over 2 million fixed telephony subscribers.

VodafoneZiggo has developed the VodafoneZiggo Sustainable Finance Framework (the "Framework") under which it intends to issue or borrow use of proceeds green bonds and loans and sustainability-linked bonds and loans. VodafoneZiggo engaged Sustainalytics to review the Framework, dated December 2021, and provide a Second-Party Opinion on the Framework's alignment with the Green Bond Principles 2021, Green Loan Principles 2021, Sustainability-Linked Bond Principles 2020, and Sustainability-Linked Loan Principles 2021 (the "Principles"). The Framework has been published in a separate document, dated December 2021.6

Under use of proceeds instruments, the proceeds will finance or refinance, in whole or in part, existing and future projects that deliver positive environmental impact and advance the Company's sustainability strategy. . The Framework defines eligibility criteria in five green areas:

1. Renewable Energy
2. Energy Efficiency
3. Clean Transportation
4. Circular economy adapted products, production technologies and processes and/or certified eco-efficient products
5. Green Buildings

Under sustainability-linked instruments, the financial characteristics are tied to the achievement of the SPT as specified in the final tems of the notes issued or the final loan agreement, as applicable.

The KPI and SPT used by VodafoneZiggo are defined in Tables 1 and 2 below.

Table 1: KPI Definition

KPI

Definition

Tonnes of carbon

The absolute scope 1, 2 and 3 GHG emissions to which the target is applicable, in tonnes of carbon

dioxide equivalent

dioxide equivalent. The KPI is calculated according to the guidelines of the Greenhouse gas protocol

(tCO2e)

(GHG protocol) and the ISO 14064-1 standard. Indirect GHG emissions (scope 3) made up roughly

88% of all emissions in 2020.

Table 2: SPT and Past Performance

KPI

(Baseline)

2019

2020

SPT 2025

2018

Tonnes of

SPT a: to reduce absolute scope 1

(a) scope 1 and 2

(a) scope 1 and 2 -

(a) scope 1 and 2 -

and

2 GHG

emissions by 50%

carbon dioxide

- 12,810

13,130

10,724

against a 2018

baseline

equivalent

(tCO2e)

(b) scope 3 -

(b) scope 3 -

(b) scope 3 -

SPT b: to reduce absolute scope 3

115,698

92,249

75,376

GHG emissions by 50% against a

2018

baseline

6 The VodafoneZiggo Sustainable Finance Framework is available on VodafoneZiggo's website at: https://www.vodafoneziggo.nl/en/samenleving/green-bond/