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This Offer Expires at 17:40 Hours CET on 10 September 2014, Unless Extended OFFER MEMORANDUM Dated 27 June 2014 RECOMMENDED MIXE

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This Offer Expires at 17:40 Hours CET on 10 September 2014, Unless Extended OFFER MEMORANDUM Dated 27 June 2014 RECOMMENDED MIXE This Offer expires at 17:40 hours CET on 10 September 2014, unless extended OFFER MEMORANDUM dated 27 June 2014 RECOMMENDED MIXED EXCHANGE AND CASH OFFER by LGE HOLDCO VII B.V. FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES WITH A NOMINAL VALUE OF EUR1.00 EACH IN THE CAPITAL OF ZIGGO N.V. ________________________________________ This offer memorandum (biedingsbericht, the Offer Memorandum) contains the details of the recommended public offer by LGE Holdco VII B.V. (the Offeror) to all holders of issued and outstanding ordinary shares with a nominal value of EUR1.00 each in the capital of Ziggo N.V. (Ziggo) (the Shares and each a Share, the holders of such Shares, the Shareholders) to exchange all or part of their Shares for class A ordinary shares (the Liberty Global A Shares and each a Liberty Global A Share) and class C ordinary shares (the Liberty Global C Shares and each a Liberty Global C Share) to be issued by Liberty Global plc (Liberty Global and the Liberty Global Shares respectively) and a cash amount, subject to and upon the terms and conditions set out in this Offer Memorandum (the Offer). On the date of this Offer Memorandum, there are 200,000,000 Shares in issue, of which 1,806 are in treasury. Therefore 199,998,194 Shares are outstanding by Ziggo. This Offer Memorandum contains the information required by section 5:76 of the Dutch Act on the Financial Supervision (Wet op het financieel toezicht, the Wft) in conjunction with section 8(1) of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the Decree) in connection with the Offer. This Offer Memorandum has been reviewed and approved by the Netherlands Authority Financial Markets (Stichting Autoriteit Financiële Markten, the AFM) as an offer memorandum under section 5:76 of the Wft. The Offeror has included information equivalent to that of a prospectus in this Offer Memorandum in order to meet the criteria as laid down in Article 4 of European Union (EU) Directive 2003/71/EC as amended (the 1 Prospectus Directive) and has been prepared in accordance with Chapter 5.1 of the Wft and the rules promulgated thereunder. The information required by section 18(2) of the Decree in connection with the Offer is included in the Position Statement. The Position Statement, including all appendices thereto, does not form part of this Offer Memorandum. The Position Statement has not been reviewed or approved by the AFM prior to publication. The Position Statement will be reviewed by the AFM after publication. Shareholders tendering their Shares under the Offer will be paid on the terms and subject to the conditions and restrictions contained in this Offer Memorandum in consideration for each Share validly tendered, or defectively tendered, provided that such defect has been waived by the Offeror, and transferred (geleverd) an amount in shares consisting of 0.2282 of a Liberty Global A Share (the Class A Exchange Ratio) and 0.5630 of a Liberty Global C Share (the Class C Exchange Ratio, and together with the Class A Exchange Ratio, the Share Consideration) and a cash amount of EUR11.00 (the Cash Consideration and, together with the Share Consideration, the Offer Price). The Offer Price is cum dividend. On 3 March 2014, Liberty Global effected a share split in the form of a share dividend, which constitutes a bonus issue under Liberty Global's articles of association and UK law, to all holders of each class of its outstanding ordinary shares, consisting of one Liberty Global C Share for each Liberty Global A Share, Liberty Global class B ordinary share and Liberty Global C Share owned on the record date of 14 February 2014 (the Class C Share Dividend). The impact of the Class C Share Dividend has been taken into account in the Class C Exchange Ratio and the Share Consideration. The Offer is subject to the fulfilment of the Offer Conditions (as defined below), including the receipt of the required competition approvals. The Offeror and Ziggo each reserve the right to waive Offer Conditions to the extent permitted by law and subject to the terms and conditions of the Merger Protocol. Reference is made to Section 8.3 (Offer Conditions, satisfaction and waiver). The supervisory board of Ziggo (the Supervisory Board) and the management board of Ziggo (the Management Board and, together with the Supervisory Board, the Boards) unanimously support and unanimously recommend the Offer for acceptance to the Shareholders and unanimously recommend the Shareholders to vote in favour of all resolutions relating to the Offer at the EGM (the Recommendation). In connection therewith, Ziggo will ensure that each member of the Boards will tender under the Offer all of his or her Shares, unless the Recommendation has been changed or revoked. Reference is made to Section 8.17 (Decision-Making by the Boards and Recommendation) and the Position Statement. The Offer Period will commence at 09:00 hours CET on 2 July 2014 and will expire at 17:40 hours CET on 10 September 2014, unless the Offeror extends the Offer Period in accordance with Section 7.6 (Extension), in which case the closing date shall be the time and date on which the extended Offer Period expires (such initial or postponed date, the Acceptance Closing Date). In accordance with applicable U.S. and Dutch tender offer regulations, Shares tendered on or prior to the Initial Acceptance Closing Date and the Acceptance Closing Date may only be withdrawn by delivering a written notice of withdrawal in accordance with the procedures described in this Offer Memorandum. Reference is made to Section 7.7 (Withdrawal rights). The Offeror will announce whether the Offer is declared unconditional (gestand wordt gedaan) within three Dutch Business Days following the Acceptance Closing Date, in accordance with section 16 of the Decree (the Unconditional Date). Announcements in connection with the Offer will be made by press release. Reference is made to Section 7.14 (Announcements). 2 In the event that the Offeror announces that the Offer is declared unconditional, Shareholders who have validly tendered, or defectively tendered, provided that such defect has been waived by the Offeror, and transferred (geleverd) their Shares for acceptance under the Offer prior to or on the Acceptance Closing Date (each of these Shares, a Tendered Share) will be paid the Offer Price in respect of each Tendered Share, and the Offeror will accept the transfer of and acquire each Tendered Share promptly, but in any event within five Dutch Business Days following the Unconditional Date (the Settlement and, the day on which the Settlement occurs, the Settlement Date). Investing in the Liberty Global Shares involves certain risks. See Section 3 (Risk Factors) of this Offer Memorandum for a description of certain risks that should be carefully considered by prospective investors (including Shareholders tendering their Shares under the Offer) prior to an investment in the Liberty Global Shares. Distribution of this Offer Memorandum may, in certain jurisdictions, be subject to specific regulations or restrictions. Reference is also made to Section 4 (Restrictions) of this Offer Memorandum. Persons in possession of this Offer Memorandum are urged to inform themselves of any such restrictions which may apply to them and to observe them. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Liberty Global disclaims all responsibility for any violation of such restrictions by any person. At 10:00 hours CET on 26 August 2014, such date being at least six Business Days prior to the Initial Acceptance Closing Date, an extraordinary general meeting of Shareholders (the EGM) will be convened at the Ziggo Dome, located at De Passage 100, 1101AX, Amsterdam, the Netherlands, at which meeting the Offer, among other matters, will be discussed, in accordance with the provisions of section 18(1) of the Decree. Reference is made to the Position Statement. Except to the extent that exemptions or relief from compliance are available or have been obtained, the Offeror intends to conduct the Offer in compliance with applicable U.S. tender offer rules (principally Regulation 14E under the Exchange Act) and the tender offer rules of the Netherlands (the jurisdiction in which the Shares are listed and also Ziggo's jurisdiction of incorporation). The Offeror's parent, Liberty Global, has filed a Registration Statement (as defined below) on Form S-4 to register under the U.S. Securities Act of 1933 the offer and sale of the Liberty Global A Shares and the Liberty Global C Shares to be issued in connection with the Offer and, if applicable, the Asset Sale and Liquidation as further described in Section 8.10(c) (Asset Sale and Liquidation). A prospectus/offer to exchange (the Prospectus) forms part of that Registration Statement. 3 TABLE OF CONTENTS 1. Questions and Answers about the Offer ................................................................................................ 5 2. Summary of Prospectus Equivalent Information ................................................................................. 16 3. Risk Factors ......................................................................................................................................... 34 Part I – Offer Memorandum ................................................................................................................ 42 4. Restrictions .........................................................................................................................................
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