Numericable : Exchange Offer for SFR Group Shares to Simplify Ownership Structure and Enhance Organizational Flexibility

Not for distribution in the United States, Australia or Japan.

Exchange Offer for SFR Group Shares to Simplify Ownership Structure and Enhance Organizational Flexibility

• Exchange offer at 8 Altice NV class A shares (common shares A) for 5 SFR Group shares
• Proposed transaction unanimously recommended by the Boards of Altice and SFR Group
• Closing of transaction expected during Q4 2016 Amsterdam & Paris, September 5, 2016 - Altice NV (Euronext: ATCA, ATCB) announces today its intention to simplify the Group's ownership structure and enhance its organisational flexibility through an exchange offer for outstanding SFR Group shares (22.25% not currently owned by Altice NV).

  Altice NV has filed today with the French Autorité des marchés financiers ("AMF") a public exchange offer for all of the remaining shares issued by SFR Group on the basis of 8 new Altice NV class A shares for 5 SFR Group shares. The exchange offer is not subject to any ownership threshold.

  The terms of the proposed transaction have been unanimously approved by the Board of Directors of Altice NV. The Board of Directors of SFR Group, including all of SFR Group's independent Directors, has unanimously recommended the offer to SFR Group shareholders. The proposed transaction, which is expected to close in the fourth quarter of 2016, is still subject to approval by the French AMF and the Netherlands Authority for the Financial Markets ("AFM").

  Proposed transaction offers significant benefits to SFR Group shareholders

  The proposed transaction enables shareholders to exchange their SFR Group shares against Altice NV shares with a number of benefits:

  • Diversification into higher growth markets with structural and competitive advantages, particularly in the US

  • Exposure to significant efficiency potential at Altice USA, which is at the beginning of its transformation

  • Retention of significant exposure to the French market: France accounts for c.47%1of Altice's business

  • Increased weighting of more scalable fixed / cable assets which account for c.70% of Altice's business

  • Significantly enlarged free float: Altice NV free float pro forma for exchange offer c.€7 billion larger than SFR Group's

  • Superior Altice NV liquidity while remaining on a Euronext market: Altice NV's pro forma historical2daily volumes more than 5x higher than SFR Group's volumes

    1 Altice France (SFR Group) Revenue, as a proportion of total Revenue in H1 2016 (Altice France (SFR Group) represented c.47% of Altice N.V. Group Revenue on a consolidated basis in H1 2016)

    2 Based on average historical daily trading volume over the last twelve months

    Not for distribution in the United States, Australia or Japan.

  • Full participation in the strategic and financial benefits of the updated industrial approach of the Altice Group as separately announced today

CORPORATE GOVERNANCE

SFR Group's Board of Directors has unanimously recommended to SFR Group shareholders to tender their shares in the exchange offer.

As Altice NV already owns a controlling interest in SFR Group, SFR Group's Board of Directors has appointed an independent expert, Accuracy, to assess the fairness of the proposed transaction under the supervision of the independent directors, in accordance with the AMF's rules and recommendations. According to its report, Accuracy has considered the terms of the proposed transaction fair from a financial point of view. The full report of Accuracy can be found in the draft note en réponse filed today with the AMF and available on the AMF and both companies' websites.

In addition, SFR Group's Board of Directors has appointed Perella Weinberg Partners to act as financial advisor to the company. As part of their engagement, Perella Weinberg Partners have also been instructed to render an opinion on the proposed exchange ratio. Perella Weinberg Partners have considered the proposed exchange ratio fair from a financial point of view. The opinion letter by Perella Weinberg Partners can be found in the draft note en réponse filed today with the AMF and is available on the AMF and both companies' websites.

TRANSACTION TERMS

The proposed transaction is structured as a simplified public exchange offer in France in accordance with the General Regulation of the French securities regulator, the AMF, and all applicable securities laws and regulations, in which 8 newly issued class A shares of Altice NV would be offered in exchange for 5 ordinary shares of SFR Group issued and outstanding (including upon the exercise of SFR Group's stock options) at the time of the offer and tendered.

The total number of shares to be potentially issued would represent 11.8% of the total outstanding

number of class A and class B shares of Altice NV including treasury shares (12.8% excluding treasury shares)3. The new Altice NV class A shares will be listed on Euronext Amsterdam.

There is no minimum acceptance rate.

This press release, relating to the filing on 5 September 2016 by Altice NV with the AMF of a draft public exchange offer, the related draft Offering Document (Note d'Information) and the related draft Response Document (note en Réponse) for the shares of SFR Group, has been drawn up in accordance with the provisions of Articles 231-16 III and 231-17 of the AMF General Regulation.

The draft Offering Document is available on the websites of Altice NV (www.altice.net) and of the AMF (www.amf-france.org) and may be obtained free of charge from Altice NV at Prins Bernhardplein 200, 1097 JB Amsterdam (the Netherlands), BNP Paribas, 4 rue d'Antin, 75002 Paris (France) ("BNP Paribas") and J.P. Morgan, 14 Place Vendôme, 75001 Paris (France) ("J.P. Morgan").

3

Calculated on an ex-post basis total number of Altice NV class A and B shares

Not for distribution in the United States, Australia or Japan.

The draft Response Document is available on the websites of SFR Group (www.sfr.com) and of the AMF (www.amf-france.org) and may be obtained free of charge from SFR Group at 1 square Béla Bartók in Paris.

The key terms of the draft Offering Document and of the draft Response Document are respectively provided in Appendix 1 and Appendix 2 of this press release, including an indicative timetable.

In accordance with Article 231-28 of the AMF General Regulation, the document entitled Other information regarding in particular the legal, financial and accounting information relating to Altice NV will be made available to the public in the same manner as mentioned above no later than the day before the opening of the public exchange offer. The document that will be made available to the public in this respect will incorporate by reference the prospectus approved by the competent market authority in the Netherlands (AFM) and the annual financial report of Altice NV dated 1 April 2016. In addition, the document entitled Other information regarding in particular the legal, financial and accounting information relating to SFR Group will be made available to the public in the same manner as mentioned above no later than the day before the opening of the public exchange offer. The document that will be made available to the public in this respect will incorporate by reference the registration document (document de référence) dated 16 June 2016. A press release will inform the public of how this information will be made available to them no later than the day before the opening of the public exchange offer.

The public exchange offer is subject to approval by the AMF.

OVERVIEW OF ALTICE

Founded by telecom entrepreneur, Patrick Drahi, Altice is a multinational cable, fiber, telecommunications, contents and media company with presence in four regions - Western Europe (comprising France, Belgium, Luxembourg, Portugal and Switzerland), the United States, Israel, and the Overseas Territories (currently comprising the French Caribbean, the Indian Ocean regions and the Dominican Republic). Altice provides very high speed fixed based services (high quality pay television, fast broadband Internet and fixed line telephony) and, in certain countries, mobile telephony services to residential and corporate customers. Altice is also active in the media space with a portfolio of channels (News, Sports, Lifestyle etc.) as well as providing Premium content on nonlinear platforms; it also produces its own original content (Series, Movies etc.).

Altice (ATCA & ATCB) is listed on NYSE Euronext Amsterdam.

OVERVIEW OF SFR GROUP

With regard to the telecom market, SFR Group is the second largest operator in France with a turnover of 11 billion euros in 2015 and prime positions in all market segments, from consumer, to Business to Business (B2B), local authorities, and wholesale. Featuring the first fiber optic network (FTTB/FTTH) with 8.5 million eligible connections, SFR Group intends to stay ahead with its rollout plan to reach 22 million by 2022. Its leading mobile network covers 99.3% of the population in 3G and 70% in 4G. Thanks to its massive investments, SFR Group aims to create the nation's new leader in the combined broadband and mobile markets. SFR Group offers a comprehensive range of Internet-access, fixed- line, mobile and audiovisual services. SFR Group is also a solutions expert in the fields of unified communications, Internet of Things and Cloud Computing for businesses. With regard to the Consumer segment, the Group operates under the SFR and RED by SFR brands. On the B2B segment, it operates under the SFR Business brand.

Not for distribution in the United States, Australia or Japan.

With regard to the media market, its new SFR Media entity consists of SFR Presse, which gathers all the group's media activities in France (Groupe L'Express, Liberation, Newsco.), SFR RadioTV, which includes the group's audiovisual activities in France (BFM TV, BFM Business, BFM Paris, RMC, RMC Découverte), and SFR Sport, which encompasses all sport-related activities: BFM Sport, RMC Sport, SFR Sport 1, SFR Sport 2, SFR Sport 3, SFR Sport 4, and SFR Sport 5. SFR Group applies its well- recognised know-how to provide Premium content on non-linear platforms and produce its own innovative and original content. SFR Media also positions itself as the second largest operator in the French digital press sector.

All of which shows that SFR Group is adopting a new and increasingly integrated model around access and content convergence.

ADVISORS

BNP Paribas and J.P. Morgan served as financial advisors to Altice in connection with the transaction and act as presenting banks. Mayer Brown and De Brauw served as legal advisor of Altice.

Perella Weinberg Partners served as financial advisor to SFR Group in connection with the transaction. Accuracy served as the independent expert appointed by the SFR Group's Board of Directors. Mayer Brown served as legal advisor of SFR Group and Bredin Prat served as legal advisor of the independent directors of the SFR Group's Board.

PRESS CONFERENCE

Altice will hold a press conference for journalists on September 5, 2016 at 11:00 CEST to discuss the transaction at Pavillon Kléber - 7 rue Cimarosa - Paris 16.

ANALYST AND INVESTOR WEBCAST

Altice will host a webcast and conference call for investors and analysts on September 5, 2016 at 14:00 CEST to discuss the transaction.

To join the investor webcast and slide show:

http://edge.media-server.com/m/p/9tjc7bce

To join the investor webcast by phone:

US: [phone]; Conference ID 5980189

France: [phone]; Conference ID 5980189

Europe: [phone]; Conference ID 5980189