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These Listing Particulars Have Been Prepared Solely for the Purposes of Admitting the Additional Notes to the Official List

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These Listing Particulars Have Been Prepared Solely for the Purposes of Admitting the Additional Notes to the Official List THESE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES OF ADMITTING THE ADDITIONAL NOTES TO THE OFFICIAL LIST AND TRADING ON THE GLOBAL EXCHANGE MARKET OF THE IRISH STOCK EXCHANGE LISTING MEMORANDUM Ziggo Bond Company B.V. €550,000,000 4.625% Senior Notes due 2025 17 June 2019 Application has been made to the Irish Stock Exchange PLC trading as Euronext Dublin ("Euronext Dublin") for the €550,000,000 4.625% Senior Notes due 2025 (the "Additional Notes") issued by Ziggo Bond Company B.V. (the "Issuer") to be admitted to its Official List and to trading on the Global Exchange Market. The Additional Notes were issued and sold as an additional issue of the Issuer’s outstanding 4.625% Senior Notes due 2025, originally issued on January 29, 2105 (the “Original Notes”). The Additional Notes were issued pursuant to the indenture dated as of January 29, 2015, between, among others, Ziggo Bond Finance B.V. as the original issuer (the “Original Issuer”), Deutsche Trustee Company Limited, as trustee and security trustee (the “Trustee”), as amended, modified and supplemented by the accession agreement, dated as of March 8, 2018, by and among the Original Issuer, the Issuer, as acceding issuer, the Guarantor, as guarantor and affiliate issuer, and the Trustee (the “Indenture”). Except as otherwise provided in the Indenture, the Additional Notes and the Original 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 Memorandum dated 9 May 2019 (the “Offering Memorandum”) which is attached hereto as Annex A, constitutes listing particulars (the “Listing Particulars”) for the purposes of admitting the Additional 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 Memorandum. 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 Memorandum, the statement in this Listing Memorandum shall take precedence and supersedes the Offering Memorandum, 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. 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 Additional 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 Additional Notes. The Listing Particulars may not be used for or in 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 in certain jurisdictions may be restricted by law. 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Additional 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 76063437_4 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 Additional 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 Memorandum is a prospectus for the purposes of Directive 2003/71/EC (as amended, the “Prospectus Directive”) (or any legislation which implements the Prospectus Directive). 2 76063437_4 GENERAL INFORMATION: 1. The consolidated financial statements of VodafoneZiggo Group B.V. (“VodafoneZiggo”) as of and for the year ended December 31, 2018 (the “2018 Consolidated Financial Statements”) include the Issuer, the Guarantor and also non-guarantor companies. 2. The Guarantor accounted for 0.02% and €949,328 of net assets and 0% of EBITDA, respectively, in the 2018 Consolidated Financial Statements. 3. Subsidiaries other than the Guarantor and the Issuer accounted for 19.97% and €992 million of net assets and 100% and €1,701 million of EBITDA, respectively, in the 2018 Consolidated Financial Statements. 4. The Issuer accounted for 80.01% and €3,977 million of net assets and 0% of EBITDA, respectively, in the 2018 Consolidated Financial Statements. 5. As the non-guarantor companies represent over 25% of EBITDA in the 2018 Consolidated Financial Statements, it should be noted that the 2018 Consolidated Financial Statements may be of limited use in assessing the financial position of the Guarantor. 6. The Issuer has two directors. The directors of the Issuer are Hans Jeroen Hoencamp and Ritchy Alain Drost. The business address of each of the directors of the Issuer is Winschoterdiep 60, 9723AB Groningen, the Netherlands. There are no potential conflicts of interests between any duties to the Issuer and their private interests and or other duties. 7. So long as the Additional Notes are listed on the Official List of Euronext Dublin, copies of the Memorandum and Articles of Association of the Issuer, the Indenture, the Notes Security Documents, the Holdco Priority Agreement and the December 31, 2018 Consolidated Financial Statements will be available in physical form during usual business hours on any weekdays (Saturdays, Sundays and public holidays excepted) at the registered offices of the Issuer and the Paying Agent. 8. The Issuer accepts responsibility for the accuracy of the information contained in these Listing Particulars prepared by VodafoneZiggo. The Issuer confirms that this information has been accurately reproduced and as far as the Issuer is aware and able to ascertain from the information provided by VodafoneZiggo, no facts have been omitted which would render this information inaccurate or misleading. 9. We incorporate by reference into these Listing Particulars the following information posted on the website of Liberty Global (https://www.libertyglobal.com/investors/vodafoneziggo-group-holding/): • The independent auditors’ report and consolidated financial statements on pages II-25 to II- 71 of VodafoneZiggo Group B.V. Annual Report for the Year Ended December 31, 2017. Except to the extent expressly incorporated by reference by the preceding sentence or the Offering Memorandum, the website of Liberty Global and the information included therein does not constitute, and should not be considered, a part of these Listing Particulars. 76063437_4 ANNEX A OFFERING MEMORANDUM 76063437_4 CONFIDENTIAL NOT FOR GENERAL CIRCULATION OFFERING MEMORANDUM IN THE UNITED STATES OR TO U.S. PERSONS €550,000,000 4.625% Senior Notes due 2025 issued by Ziggo Bond Company B.V. Ziggo Bond Company B.V., a private limited company incorporated under the laws of the Netherlands, having its registered office at Winschotendiep 60, 9723 AB Groningen, The Netherlands, registered with the Dutch Commercial Register under number 01180301 (the “Issuer”) is offering (the “Offering”) €550,000,000 aggregate principal amount of its 4.625% senior notes due 2025 (the “Additional Notes”). The Additional Notes are being offered as additional notes under the Indenture (as defined below) pursuant to which, on January 29, 2015 (the “Original Notes Issue Date”), the Issuer issued €400.0 million aggregate principal amount of its 4.625% senior notes due 2025 (the “Original Euro Notes”, and together with the Additional Notes, the “Euro Notes”) and $400,000,000 aggregate principal amount of 5.875% Senior Notes due 2025 (the “Original Dollar Notes” and together with the Original Euro Notes, the “Original 2025 Senior Notes”). Except as otherwise provided in the Indenture, the Additional Notes and the Original 2025 Senior Notes (together, 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. After giving effect to the issuance of the Additional Notes, the outstanding aggregate principal amount of the Euro Notes will be €950.0 million and the outstanding aggregate principal amount of the Notes will be €1,299.3 (equivalent). The Additional Notes will mature on January 15, 2025. Interest on the Additional Notes will be payable semi-annually on each January 15 and July 15, commencing on July 15, 2019. Interest on the Additional Notes will be deemed to have accrued from January 15, 2019. The Additional Notes may be redeemed at any time prior to January 15, 2020 at a price equal to 100% of the principal amount of the Additional Notes redeemed plus accrued and unpaid interest to (but excluding) the redemption date and a “make whole” premium, as described in this offering memorandum (this “Offering Memorandum”).
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