Telenet : Remuneration Policy 2023

Remuneration policy 2023

Table of content

• 1. Introduction .................................................................................................................................... 3

• 2. General remuneration principles at Telenet .................................................................................. 3

  2.1. Group-wide remuneration principles ..................................................................................... 3

  2.2. Scope of present remuneration policy ................................................................................... 3

  2.3. Link between remuneration packages of the directors and the Senior Leadership Team

  (SLT) and other people of Telenet ...................................................................................................... 3

• 3. Remuneration of directors .............................................................................................................. 4

  • 3.1. Non-executive directors (incl. independent directors) ........................................................... 4

  • 3.2. Executive directors .................................................................................................................. 5

  • 3.3. Observer .................................................................................................................................. 5

  • 3.4. Contractual Terms & Conditions ............................................................................................. 5

• 4. Remuneration of the Senior Leadership Team (SLT) ...................................................................... 6

  • 4.1. Overview ................................................................................................................................. 6

  • 4.2. Base salary .............................................................................................................................. 6

  • 4.3. Incentives ................................................................................................................................ 6

  • 4.4. Contractual Terms & Conditions ............................................................................................. 9

• 5. Decision-making process .............................................................................................................. 10

5.1. Process .................................................................................................................................. 10

5.2. Conflicts of interest ............................................................................................................... 11

5.3. Deviations from the Remuneration Policy ............................................................................ 12

1.

INTRODUCTION

In line with the provisions on remuneration as set out in article 7:89/1 of the Belgian Companies and Associations Code (BCAC) and principle 7 of the Belgian Corporate Governance Code 2020 (Code 2020), Telenet Group Holding and its subsidiaries from time to time (Telenet) has established a remuneration policy (Remuneration policy 2023), which describes the Reward philosophy and related policies applicable to Telenet's SLT and board members of Telenet Group Holding (executive and non-executive directors)

This Remuneration Policy is overseen by Telenet's Remuneration & Nomination Committee (RNC). The Remuneration Policy 2023 was approved by the RNC on March 16, 2023 and approved by the Board of Directors on March 21, 2023. The Remuneration Policy 2023 will be submitted for approval to the 2023 general meeting of shareholders and, if approved, will apply to payments made as from the financial year 2023. The policy may be amended from time to time, where and when considered appropriate by the Board of Directors upon advice of the Remuneration and Nomination Committee, and subject to submission of the revised policy for approval by the general meeting of shareholders.

In any event, the Remuneration Policy is submitted for approval by the general meeting of shareholders at least every four years.

2.

GENERAL REMUNERATION PRINCIPLES AT TELENET

2.1.

Group-wide remuneration principles

Telenet has identified five key remuneration principles, which are the pillars of Telenet's group-wide remuneration policy:

• 1. Long-term vision: A sustainable reward strategy is a reward strategy that is in line with Telenet's long term vision;

• 2. Performance based differentiation: Telenet's overall performance and departmental or team based performance are differentiating factors;

• 3. Flexible benefits: Offering flexibility in the compensation of the remuneration package;

• 4. Communication: Clarifying the choices that have been made and communicating in a clear and understandable way;

• 5. Attract the right talent: Telenet wants to offer competitive salaries to its people and strives for an optimal mix between different components, balancing elements of fixed pay, (short term and long term) incentive pay and fringe benefits to enable the required retention of its people. Telenet's policy on fringe benefits offers social support in terms of extra-legal pension, life and disability coverage and medical insurance. Also, all people can benefit from price concessions or additional benefits for Telenet products. Telenet's experience has shown that such balanced remuneration package helps to attract and retain top talent.

An external benchmark exercise is organized and reviewed by the Remuneration and Nomination Committee at least every three years to ensure that salaries remain competitive, yet affordable. If needed, the benchmark exercise can be supported by an external benchmarking partner.

2.2.

Scope of present remuneration policy

The present remuneration policy is limited to the directors and the members of the Senior Leadership Team (SLT), composed of the CEO and the executive managers.

2.3.

Link between remuneration packages of the directors and the Senior Leadership Team (SLT) and other people of Telenet

The remuneration of directors and SLT members, and the short-term incentive scheme of SLT members is based on the same benchmarking methodology as performed for all people of Telenet. The Remuneration and Nomination Committee determines and differentiates the relevant benchmark measure for the employees, the SLT and the Board of Directors from time to time as part of its external benchmark exercise. Such benchmark may include Belgian and/or foreign listed, high tech and/or telecom companies. The remuneration report will describe the benchmark used for SLT and the Board of Directors during the relevant fiscal year.

In terms of variable annual remuneration, similar KPI's/objectives (including individual) evaluation are being used for the SLT as well as the other employees in the determination of the bonus payout %.

In terms of the long-term incentives, the same types of incentives are granted to SLT members as to certain other eligible people of Telenet and consist of a potential mix of the following instruments (a) performance shares, (b) restricted shares and (c) stock options, as the case may be. Non-executive directors do not receive any long-term incentives.

All people of Telenet, including SLT members, can benefit from price concessions or additional benefits for Telenet products. This is not the case for non-executive directors.

In summary below is an overview of the current benchmarking methodology guidelines, which can be reviewed by the Remuneration and Nomination Committee from time to time as part of its external benchmark exercise:

Function Group	Remuneration component	Position in the market
Directors	Salary	Median
STI	n/a
LTI	n/a
Sr Leadership Team	Salary	65th percentile
STI
LTI	75th percentile
Leadership team	Salary	65th percentile
STI
LTI	75th percentile
Other people	Salary	Median
STI	65th percentile
LTI	n/a

STI = Short Term Incentives LTI = Long Term Incentives

3.

REMUNERATION OF DIRECTORS

3.1.

Non-executive directors (incl. independent directors)

The non-executive directors, including the independent directors, are entitled to an annual fixed fee. Directors appointed upon nomination of the Liberty Global Group are entitled to a lower annual fixed fee than the other non-executive directors. The annual fixed fee is only due if the director attends at least half of the scheduled Board meetings in a given year.

All non-executive directors, including the independent directors, are in addition entitled to a fee per attended meeting of the Board of Directors and/or of a Board Committee. Directors appointed upon nomination of the Liberty Global Group are entitled to a lower attendance fee per such meeting.

More specifically, the remuneration of the non-executive directors is composed as follows:

Fixed annual remuneration	Attendance fee
Board of Directors	Audit Committee	Remuneration & Nomination Committee	Board of Directors	Audit Committee	Remuneration & Nomination Committee
Chairman	€ 120.000	N/A	N/A	€ 3.500 per attended meeting	€ 4.000 per attended meeting	€ 2.000 per attended meeting
Independent directors	€ 45.000	€ 3.500 per attended meeting	€ 3.000 per attended meeting	€ 2.000 per attended meeting
Directors appointed by the Liberty Global Group	€ 12.000	€ 2.000 per attended meeting	N/A	N/A
Observer	€ 45.000	€ 3.500 per attended meeting	N/A	N/A

The amounts of the annual fixed fee and the attendance fees as determined in this Remuneration Policy have been set, based on a benchmark study of BEL20 companies performed in 2015 and reconfirmed in 2020 and 2023. Telenet hereby decided to position itself at the median of the benchmark, which should enable Telenet to attract, reward and retain directors with the required competencies.

Telenet further pays the insurance premium for the group-wide directors and officers liability insurance (D&O policy), which also covers the non-executive directors.

The non-executive directors are not entitled to variable remuneration within the meaning of the BCAC. Therefore, no claw-back or malus provision will apply to them.

Notwithstanding, the recommendation under paragraph 7.6 of the Code 2020, Telenet currently does not provide for share-based remuneration for non-executive directors. While Telenet seeks and pursues the alignment of all its directors, it believes that ownership of securities of Telenet by non-executive directors could unnecessarily trigger debates, whether or not such debate has merit, on (the appearance) of potential conflict of interests. While the Board of Directors does not believe that ownership of securities in Telenet by its directors presents such conflict of interest, the Board of Directors strives for rapidity and simplicity in a fast-moving environment as the one Telenet operates in and does not wish to risk to slow down its decision-making process with any such additional debates.

3.2.

Executive directors

Executive directors are not remunerated for the exercise of their mandate as member of the Board of Directors of Telenet or its subsidiaries. Their remuneration is governed by the provisions described in section 4 of this Remuneration Policy.

3.3.

Observer

The observer to the Board of Directors is entitled to the same remuneration as an independent director (except for attendance fees to Board Commitees).

3.4.

Contractual Terms & Conditions

Directors are, in principle, appointed for a period of four years. Their mandate is revocable at will by decision of the shareholders' meeting. Telenet does not provide for a pension scheme nor for severance payments or notice periods for its Directors (except for the CEO who is executive director -see section 4).