1

SPECIAL SHAREHOLDERS' MEETING

DECEMBER 3, 2020

2

CONSISTENT EXECUTION

RELATIVE TO THE DECEMBER 2018 CAPITAL MARKETS DAY SHAREHOLDER REMUNERATION POLICY

Net total leverage framework was maintained at 3.5x to 4.5x

In absence of any material acquisitions and/or significant changes in our business or regulatory environment, we intended to stay around the 4.0x mid-point

We aimed to distribute an annual recurring dividend, equivalent to 50-70% of prior year Adjusted Free Cash Flow

Remaining part of Adjusted Free Cash Flow could be considered for:

  • Incremental share buy-backs
  • Extraordinary dividends
  • Deleveraging
  • Accretive acquisitions
  • A combination thereof

In Dec. 2019, we paid a gross intermediate dividend of €0.57 per share (€62.8 million in total)

In May 2020, we paid a gross dividend of €1.3050 per share (€142.3 million in aggregate)

The 53% pay-out ratio as a percentage of Adjusted Free Cash Flow was complemented with a €34.4m share buy-back

3

REINFORCED SHAREHOLDER REMUNERATION

POLICY PROVIDING INCREASED VISIBILITY TO SHAREHOLDERS

Targeting 4.0x net total

Introducing a dividend floor

Clarifying the use of the

leverage through recurring

of €2.75 per share, replacing

remaining part of Adjusted

shareholder distributions

the former pay-out range

Free Cash Flow

In absence of any material

The board of directors has

Remaining part of

acquisitions and/or

adopted a dividend floor of

Adjusted Free Cash

significant changes in our

€2.75 per share (gross)

Flow1 to be

business or regulatory

going forward, replacing

considered for:

environment, we intend to

the previous 50-70% pay-

Accretive acquisitions

stay around the 4.0x mid-

out range of prior-year

Extraordinary

point of our stated net

Adjusted Free Cash Flow1,

dividends

total leverage framework

assuming no significant

• Incremental share buy-

as communicated at the

changes to our business

backs

December 2018 CMD

or regulatory environment

Deleveraging

1 See Definitions in Appendix | 2 Subject to shareholder approval

A combination thereof

3 Based on 109,153,814 dividend-entitled shares outstanding at the date of this release

Gross dividend per share of €2.75, +47% vs. 2019, split over two equal instalments

The board of directors has approved a gross intermediate dividend of €1.375 per share (to be paid in December2) and intends to pay a gross dividend of €1.375 per share in May

20212. The sum of €2.75 per share (€300.2 million in total3) equals the proposed dividend floor and is up 47% versus last year

4

BOARD OF DIRECTORS PROPOSES A GROSS INTERMEDIATE DIVIDEND OF €1.375 PER SHARE

Gross intermediate dividend of €1.375 per share (€0.9625 per share on a net basis), equivalent to €105.1 million1 Subject to shareholder approval at the December 3, 2020 Special Shareholders' Meeting

Intermediate dividend to be paid on December 8, 2020 through available cash and cash equivalents on our balance sheet

Intermediate dividend to be paid in addition to a gross dividend of €1.375 per share in May 2021 (subject to board and shareholder approval)

Dec 3:

Dec 4:

Dec 7:

Dec 8:

Dec 18 (T+10):

AGM

Ex-dividend date

Record date

Payment date (T)

End of withholding

tax reclaim

1 Based on 109,153,814 dividend-entitled shares outstanding at the date of this release, excluding 4,688,005 treasury shares which are not dividend-entitled

5

SPECIAL SHAREHOLDERS' MEETING

DECEMBER 3, 2020

6

DEFINITIONS

  1. EBITDA is defined as profit before net finance expense, the share of the result of equity accounted investees, income taxes, depreciation, amortization and impairment. Adjusted EBITDA is defined as EBITDA before stock-based compensation, post measurement period adjustments related to business acquisitions and restructuring charges, and before operating charges or credits related to successful or unsuccessful acquisitions or divestitures. Operating charges or credits related to acquisitions or divestitures include (i) gains and losses on the disposition of long-lived assets, (ii) due diligence, legal, advisory and other third-party costs directly related to the Company's efforts to acquire or divest controlling interests in businesses, and (iii) other acquisition- related items, such as gains and losses on the settlement of contingent consideration. Adjusted EBITDA is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission's Regulation G and represents an additional measure used by management to demonstrate the Company's underlying performance and should not replace the measures in accordance with EU IFRS as an indicator of the Company's performance, but rather should be used in conjunction with the most directly comparable EU IFRS measure.
  2. Net total leverage is defined as the sum of loans and borrowings under current and non-current liabilities minus cash and cash equivalents ("Net Total Debt"), as recorded in the Company's statement of financial position, divided by the last two quarters' Consolidated Annualized Adjusted EBITDA. In its statement of financial position, Telenet's USD-denominated debt has been converted into € using the September 30, 2020 EUR/USD exchange rate. As Telenet has entered into several derivative transactions to hedge both the underlying floating interest rate and exchange risks, the €-equivalent hedged amounts were €2,041.5 million (USD 2,295.0 million Term Loan AR) and €882.8 million (USD 1.0 billion Senior Secured Notes due 2028), respectively. For the calculation of its net leverage ratio, Telenet uses the €-equivalent hedged amounts given the underlying economic risk exposure. Net total leverage is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission's Regulation G.

Attachments

  • Original document
  • Permalink

Disclaimer

Telenet Group Holding NV published this content on 03 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2020 09:04:04 UTC