Power of attorney

Annual general shareholders' meeting

This is an unofficial English translation, for information purposes only.

Please only sign and return the original Dutch version.

Dutch version to be delivered to Telenet Group Holding NV

(the Company)

at the latest on 21 April 2022:

per mail at:

Telenet Group Holding NV

Company Secretary

Liersesteenweg 4 2800 Mechelen, Belgium

or per e-mail to:corporategovernance@telenetgroup.be

The Undersigned (name and first name / residing at):

…………………………………………………………………………………………………………………………………………………

or (name of the company / registered office) :

………………………………………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………………………………………

Represented by …………………………………………………………………………………………………………

Owner of

shares of Telenet Group Holding NV

(number)

Hereby appoints the following person as proxy-holder, with right of substitution:

  • Mr/Mrs (name and first name) ………………………………………………………………………………………… ..1 (Adress) ……………………………………………………………………………………………………………………………… ..

  • The Chairman of the board of directors of the Company, Mr. Bert De Graeve, permanent representative of IDw Consult BV

    Please tick the appropriate box

1

Please complete. The absence of a specific instruction will be considered as an appointment of IDw Consult BV, with permanent representative Mr. Bert De Graeve, as proxy-holder.

2

IDw Consult BV, with as permanent representative Mr. Bert De Graeve, is a director of Telenet Group Holding NV. In his capacity of director, he has a potential conflict of interest as set out in article 7:143 of the Code of Companies and Associations. In case of a potential conflict of interest he will only vote in execution of this proxy in accordance with the specific voting instructions set out in this proxy. In absence of a specific voting instruction, he will be supposed to have received the specific voting instruction to vote in favor.

3

If a designated proxy-holder is appointed, the above procedure of article 7:143 of the Code of Companies and Associations is applicable. In case of a potential conflict of interest the proxy-holder will only vote in execution of this proxy in accordance with the specific voting instructions set out in this proxy. In absence of a specific voting instruction, the proxy-holder will be supposed to have received the specific voting instruction to vote in favor.

To represent it/him/her at the Annual General Shareholders' Meeting of Telenet Group Holding NV, which will be held on Wednesday, 27 April 2022 as from 10.00 a.m. CEST with the following agenda (and any other meeting which would be held later with the same agenda):

  • 1. Reports on the statutory financial statements

    Communication of and discussion on the annual report of the board of directors and the report of the statutory auditor on the statutory financial statements for the financial year ended on December 31, 2021.

  • 2. Consolidated financial statements and reports on the consolidated financial statements

    Communication of and discussion on (i) the consolidated financial statements, (ii) the annual report of the board of directors and (iii) the report of the statutory auditor on the consolidated financial statements for the financial year ended on December 31, 2021.

  • 3. Communication and approval of the statutory financial statements; dividend; POA

    Communication and approval of the statutory financial statements for the financial year ended on December 31, 2021, and of the proposed allocation of the result, including the approval of a dividend. Power of attorney.

    Proposed resolution: approval of the statutory financial statements for the financial year ended on December 31, 2021, and of the proposed allocation of the result, including the approval of a dividend of EUR 1.375 per share gross, payable as from 4

    May 2022. This represents an aggregate amount of EUR 149.0 million gross as per 18 March 2022, which aggregate amount may change in function of possible changes in the number of own shares held by the Company on the record date for the payment of the dividend. The annual general meeting delegates all further powers with regard to the payment of the dividend to the board of directors.

    FOR

    AGAINST

    ABSTENTION

  • 4. Communication of and discussion on the remuneration report

    Communication of and discussion on the remuneration report, included in the annual report of the board of directors, for the financial year ended on December 31, 2021.

Proposed resolution: approval of the remuneration report as included in the annual report of the board of directors, for the financial year ended on December 31, 2021.

FOR

AGAINST

ABSTENTION

  • 5. Discharge from liability to the directors

    Proposed resolution: to grant discharge from liability to the directors who were in office during the financial year ended on December 31, 2021, for the exercise of their mandate during said financial year.

    5.a/ Bert De Graeve (IDw Consult BV)

    FOR

    AGAINST

    ABSTENTION

    5.b/ Jo Van Biesbroeck (JoVB BV)

    FOR

    AGAINST

    ABSTENTION

    5.c/ Christiane Franck

    FOR

    AGAINST

    ABSTENTION

    5.d/ John Porter

    FOR

    AGAINST

    ABSTENTION

    5.e/ Charles H. Bracken

    FOR

    AGAINST

    ABSTENTION

    5.f/ Manuel Kohnstamm

    FOR

    AGAINST

    ABSTENTION

    5.g/ Severina Pascu

    FOR

    AGAINST

    ABSTENTION

    5.h/ Amy Blair

    FOR

    AGAINST

    ABSTENTION

    5.i / Enrique Rodriguez

    FOR

    AGAINST

    ABSTENTION

  • 6. Discharge from liability to the statutory auditor

    Proposed resolution: to grant discharge from liability to the statutory auditor for the exercise of his mandate during the financial year ended on December 31, 2021.

    FOR

    AGAINST

    ABSTENTION

  • 7. (Re)appointment of directors

    Taking into account the advice of the remuneration- and nomination committee of the board of directors, the board of directors recommends adopting the following resolutions, as the case may be, upon nomination as stated in Article 18 of the articles

of association of the Company. For further information in relation to the relevant persons proposed to be (re)appointed and their resume, reference is made to the declaration on corporate governance in the annual report of the board of directors.

Proposed resolutions:

(a) Appointment, upon nomination in accordance with Article 18.1(i) of the articles of association, of Lieve Creten BV (with Ms. Lieve Creten as permanent representative) as "independent director", in accordance with article 7:87 of the Belgian Code of Companies and Associations, article 3.5 of the Belgian Corporate Governance Code 2020 and Article 18.1 (i) and 18.2 of the articles of association of the Company, remunerated as set forth in the remuneration policy of the Company approved by the annual general shareholders' meeting of the Company held on April 26, 2021 (as the case may taking into account be the change proposed in agenda item 8), for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2026 which will be held to deliberate on the financial statements of the financial year ended on December 31, 2025. Lieve Creten BV (with Ms. Lieve Creten as permanent representative) meets the criteria provided for in article 7:87 of the Belgian Code of Companies and Associations, article 3.5 of the Belgian Corporate Governance Code 2020 and Article 18.2 of the articles of association.

FOR

AGAINST

ABSTENTION

(b) Appointment, upon nomination in accordance with Article 18.1(i) of the articles of association, of Dirk JS Van den Berghe Ltd. (with Mr. Dirk Van den Berghe as permanent representative) as "independent director", in accordance with article 7:87 of the Belgian Code of Companies and Associations, article 3.5 of the Belgian Corporate Governance Code 2020 and Article 18.1 (i) and 18.2 of the articles of association of the Company, remunerated as set forth in the remuneration policy of the Company approved by the annual general shareholders' meeting of the Company held on April 26, 2021 (as the case may taking into account be the change proposed in agenda item 8), for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2026 which will be held to deliberate on the financial statements of the financial year ended on December 31, 2025. Dirk JS Van den Berghe Ltd. (with Mr. Dirk Van den Berghe as permanent representative) meets the criteria provided for in article 7:87 of the Belgian Code of Companies and Associations, article 3.5 of the Belgian Corporate Governance Code 2020 and Article 18.2 of the articles of association.

FOR

AGAINST

ABSTENTION

(c) Appointment, upon nomination in accordance with Article 18.1(i) of the articles of association, of Mr. John Gilbert as "independent director", in accordance with article 7:87 of the Belgian Code of Companies and Associations, article 3.5 of the Belgian Corporate Governance Code 2020 and Article 18.1 (i) and 18.2 of the articles of association of the Company, remunerated as set forth in the remuneration policy of the Company approved by the annual general shareholders' meeting of the Company held on April 26, 2021 (as the case may taking into account be the change proposed in agenda item 8), for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2026 which will be held to deliberate on the financialstatements of the financial year ended on December 31, 2025. Mr. John Gilbert meets the criteria provided for in article 7:87 of the Belgian Code of Companies and Associations, article 3.5 of the Belgian Corporate Governance Code 2020 and

Article 18.2 of the articles of association.

FOR

AGAINST

ABSTENTION

(d) Appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Ms. Madalina Suceveanu as director of the Company, remunerated as set forth in the remuneration policy of the Company approved by the annual general shareholders' meeting of the Company held on April 26, 2021,

for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2026 which will be held to deliberate on the financial statements of the financial year ended on December 31, 2025.

FOR

AGAINST

ABSTENTION

(e) Re-appointment, upon nomination in accordance with Article 18.1(ii) of the articles of association, of Ms. Amy Blair as director of the Company, remunerated as set forth in the remuneration policy of the Company approved by the annual general shareholders' meeting of the Company held on April 26, 2021, for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2026 which will be held to deliberate on the financial statements of the financial year ended on December 31, 2025.

FOR

AGAINST

ABSTENTION

(f) Re-appointment, upon nomination in accordance with Article 18.1(ii) of the

articles of association, of Ms. Severina Pascu as director of the Company, remunerated as set forth in the remuneration policy of the Company approved by the annual general shareholders' meeting of the Company held on April 26, 2021, for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2026 which will be held to deliberate on the financial statements of the financial year ended on December 31, 2025.

8.

FOR

AGAINST

ABSTENTION

Remuneration of independent directors

Proposed resolution: upon recommendation of the remuneration- and nomination committee of the board of directors, approval of the removal of the maximum amount of EUR 24,500 applicable to the attendance fees of the independent directors for meetings of the board of directors for (i) the year 2021 and (ii) as of the year

2022. All other remuneration remains unchanged.

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Telenet Group Holding NV published this content on 28 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2022 07:50:05 UTC.