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These Listing Particulars Have Been Prepared Solely

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These Listing Particulars Have Been Prepared Solely THESE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES OF ADMITTING THE NOTES TO THE OFFICIAL LIST AND TRADING ON THE GLOBAL EXCHANGE MARKET OF EURONEXT DUBLIN LISTING MEMORANDUM Virgin Media Vendor financing Notes IV Designated Activity Company $500,000,000 5.000% Vendor Financing Notes due 2028 September 15, 2020 Application has been made to the Irish Stock Exchange PLC trading as Euronext Dublin ("Euronext Dublin") for the $500,000,000 5.000% Vendor Financing Notes due 2028 (the “Notes”) issued by Virgin Media Vendor Financing Notes IV Designated Activity Company (formerly Dolya Holdco 18 Designated Activity Company) (the "Issuer") to be admitted to its Official List and to trading on the Global Exchange Market. The Notes were issued pursuant to the trust deed dated as of June 24, 2020 (the “Trust Deed”), between, among others, the Issuer, as issuer, BNY Mellon Corporate Trustee Services Limited, as notes trustee (the “Notes Trustee”) and BNY Mellon Corporate Trustee Services Limited, as security trustee (the “Security Trustee”). Except as otherwise provided in the Trust Deed, the Notes will be treated as one single class for all purposes under the Indenture including, without limitation, waivers, amendments, redemptions and offers to purchase. This Listing Memorandum together with the Offering Circular dated June 10, 2020 (the “Offering Circular”) which is attached hereto as Annex A, constitutes listing particulars (the “Listing Particulars”) for the purposes of admitting the Notes to Euronext Dublin’s Official List and to trading on its Global Exchange Market and has been approved by Euronext Dublin. Any capitalized term used herein, but not otherwise defined or referenced in this Listing Memorandum, shall have the meaning ascribed to such term in the Offering Circular. For the purposes of the listing particulars with Euronext Dublin only, where any statement contained in this Listing Memorandum contradicts a statement in the Offering Circular, the statement in this Listing Memorandum shall take precedence and supersedes the Offering Circular, unless the context otherwise requires. The Issuer accepts responsibility for the information contained in the Listing Particulars. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained in the Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Any information sourced from third parties contained in this Listing Particulars has been accurately reproduced and, as far as the Issuer and the Obligors are aware and are able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading Arthur Cox Listing Services Limited (the “Listing Agent”) is acting for the Issuer and for no one else in connection with the listing of the Notes and will not be responsible to anyone other than the Issuer. No person has been authorised to give any information or to make any representation other than those contained in these Listing Particulars in connection with the listing, offering and sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or the directors of the Issuer. The Listing Particulars do not constitute an offer of, or an invitation by, or on behalf of, the Issuer to subscribe for, or purchase, any of the Notes. The Listing Particulars may not be used for or in 1 connection with an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. The distribution of the Listing Particulars and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. The Notes may not be offered, sold, or accepted, directly or indirectly, and neither these Listing Particulars nor any other offering material or advertisement in connection with the Notes may be distributed or published, in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable laws, orders, rules and regulations of such country or jurisdiction. Persons into whose possession these Listing Particulars come are required by the Issuer to inform themselves about and observe any restrictions on the distribution of these Listing Particulars and the offering, sale and delivery of the Notes. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, nor under any other securities laws of any jurisdiction in which such offer, sale or delivery would be unlawful, including any member state of the European Economic Area. Accordingly, unless an exception under such act or laws is applicable, the Notes may not be offered, sold or delivered, directly or indirectly, in or into the United States or any jurisdiction in which such offer, sale or delivery would be unlawful or to or for the account or benefit of any United States person or resident of any jurisdiction in which such offer, sale or delivery would be unlawful. Neither the Listing Memorandum nor the Offering Circular is a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) (or any legislation which implements the Prospectus Regulations). 2 GENERAL INFORMATION: 1. The consolidated financial statements of Virgin Media Inc. (“Virgin Media”) as of and for the year ended December 31, 2019 (the “2019 Consolidated Financial Statements”) and Virgin Media’s Quarterly Report for the three months ended March 31, 2020 (the “2020 Quarterly Report”) include the Issuer, VMIH and the subsidiary Obligors. 2. The condensed consolidated financial statements of Virgin Media as of and for the six months ended June 30, 3030 (the “2020 Q2 Report”), released on August 18, 2020, are incorporated into these listing particulars as Annex B, and include the Issuer, VMIH and the subsidiary Obligors. 3. There has been no significant change in the financial or trading position of the Obligors since June 30, 2020 and no material adverse change in the prospects of the Obligors since December 31, 2019. 4. The Issuer has two directors. The directors of the Issuer as of the date of these Listing Particulars are Jane McCullough and Romira Hoxana. The business address of the director of the Issuer is 3rd Floor, Kilmore House, Park Lane, Spencer Dock, Dublin 1, Ireland. There are no potential conflicts of interests between any duties to the Issuer and their private interests and or other duties. 5. The Obligors’ details are as follows: a. Virgin Media Investment Holdings Limited (“VMIH”), a direct wholly-owned subsidiary of Virgin Media Finance and a private limited company incorporated under the laws of England and Wales on March 15, 1996, with registered number 03173552 and with its registered office at 500 Brook Drive, Reading, RG2 6UU, United Kingdom. The rights of any shareholder in VMIH are contained in the articles of association of VMIH, and VMIH will be managed in accordance with those articles, its other constituting documents and the provisions of the law of England and Wales. b. Virgin Media Limited (“VML”), a private limited company incorporated under the laws of England and Wales on March 13, 1991, with registered number 02591237 and with its registered office at 500 Brook Drive, Reading, RG2 6UU, United Kingdom. The rights of any shareholder in VML are contained in the articles of association of VML, and VML will be managed in accordance with those articles, its other constituting documents and the provisions of the law of England and Wales. c. Virgin Mobile Telecoms Limited (“VMTL”), a private limited company incorporated under the laws of England and Wales on January 29, 1999, with registered number 03707664 and with its registered office at 500 Brook Drive, Reading, RG2 6UU, United Kingdom. The rights of any shareholder in VMTL are contained in the articles of association of VMTL, and VMTL will be managed in accordance with those articles, its other constituting documents and the provisions of the law of England and Wales. d. Virgin Media Senior Investments Limited (“VMSL”), a private limited company incorporated under the laws of England and Wales on September 7, 2016, with registered number 10362628 and with its registered office at 500 Brook Drive, Reading, RG2 6UU, United Kingdom. The rights of any shareholder in VMSL are contained in the articles of association of VMSL, and VMSL will be managed in accordance with those articles, its other constituting documents and the provisions of the law of England and Wales. 6. VMIH, VMTL and VMSL have five directors. Gillian Elizabeth James, Mine O. Hifzi, Roderick Gregor McNeil, Severina-Pompilia Pascu and Caroline B.E. Withers serve on the boards of VMIH, VMTL and VMSL. The business Address of the directors of VMIH, VMTL and VMSL is 500 Brook Drive, Reading, United Kingdom, RG2 6UU. 3 7. VML has seven directors. The directors of VML are Gillian Elizabeth James, Mine O. Hifzi, Jeffrey Noel Dodds, Lutz Markus Schuler, Roderick Gregor McNeil, Severina-Pompilia Pascu and Caroline B.E. Withers. The business Address of the directors of VML is 500 Brook Drive, Reading, United Kingdom, RG2 6UU. 8. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or have had (since the Issuer’s date of incorporation) a significant effect on the Issuer's financial position or profitability. 9. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Obligors are aware) that may have or have had (covering at least the previous 12 months) a significant effect on any of the Obligors’ financial position or profitability.
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