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Minutes of the Extraordinary General Meeting of Shareholders of Altice N.V., a Limited Liability Company, with Corporate Seat In

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Minutes of the Extraordinary General Meeting of Shareholders of Altice N.V., a Limited Liability Company, with Corporate Seat In Minutes of the Extraordinary General Meeting of Shareholders of Altice N.V., a limited liability company, with corporate seat in Amsterdam and address at: 1097 JB Amsterdam, the Netherlands, Prins Bernhardplein 200, Dutch Trade Register number: 63329743 ("Altice" or the "Company"), held on 6 September 2016 at 11.00 hours at the Conservatorium Hotel, 1071 AN Amsterdam, the Netherlands, Van Baerlestraat 27. 1. Opening The chairman, non-executive Board member and Chairman of the Board of the Company, Mr Jurgen van Breukelen, opens the meeting and welcomes everyone to the Extraordinary General Meeting of Altice. He notes that present at the meeting are also A.4. S.A. (executive Board member and Vice-President of the Board of the Company), represented by Mr Jérémie Bonnin, and Mr Nick Brown, Head of Investor Relations of Altice. The Company Secretary, Ms Natacha Marty, is appointed as secretary of this Extraordinary General Meeting. The meeting will be held in English. The chairman notes that voting will take place by acclamation. At the end of each voting item on the agenda, he will ask shareholders or representatives of shareholders who wish to vote against or who wish to abstain from voting to raise their hands. After raising his or her hand, he will ask that person to state his or her name, indicate for whom he or she votes against or abstains from voting and indicate the number of common shares A and common shares B for which the votes will be cast or abstained. Votes against voting items on the agenda pursuant to voting instructions that have been given by shareholders who granted a power of attorney to the General Counsel of the Company, Mr Alexandre Marque, and the Company Secretary, Ms Natacha Marty, will be included in the final voting results. The same applies to such shareholders having given an instruction to abstain from voting in relation to one or more agenda items. The exact number of votes and the relevant percentages for each voting item will be published on the Company's website. Before starting the voting procedure for agenda item 2.a., the chairman will announce the number of people attending today as shareholder or representative and the number of votes that can be cast. Some registrations have granted a proxy to the General Counsel and the Company Secretary, acting individually. These voting instructions have been processed and the proxies will therefore be included in the voting results. The chairman notes that there are no further announcements. 2. Proposal to amend the articles of association and to authorise each lawyer and paralegal employed by De Brauw to execute the deed of amendment of the articles of association a. Amendments due to changes in the representation of the Company b. Amendments due to changes in the rules for granting titles to executive Board members c. Amendments due to changes in the rules for suspension of the Vice-President d. Amendments due to changes in the quorum and voting requirements for Board meetings e. Amendments due to other changes 2 The chairman continues with agenda item 2. He notes that it is proposed to amend the Company's articles of association to align them with the envisaged changes to the internal governance of the Company, further to the reorganisation of the Company's management structure as announced in the Company's press release dated 20 June 2016. The reorganisation of the Company's management structure entailed the stepping down of Mr Patrick Drahi as President and the appointment of Mr Dexter Goei as his replacement and the appointment of Mr Michel Combes as CEO. In light of these changes, it is proposed to make certain changes to the Company's articles of association to reallocate the powers within the Board. The chairman says that a full version of the draft proposal of amendment of the Company's articles of association and a triptych, with an explanation per proposed amendment, has been published on the Company's website. The chairman notes that in accordance with the Dutch Corporate Governance Code, this agenda item 2 is divided in a number of sub-items. Each sub-item will be discussed and voted upon separately. Each separate item includes the granting of a power of attorney to each lawyer and paralegal employed by De Brauw Blackstone Westbroek N.V. to execute a deed of amendment of the articles of association to give effect to the relevant amendments. 2.a Amendments due to changes in the representation of the Company The chairman continues with agenda item 2.a. He notes that it is proposed to amend article 24.1 of the Company's articles of association to provide that the President and the Vice-President will be authorised to represent the Company, acting jointly, in addition to the Board acting as a whole. Currently, the President is authorised to represent the Company, acting individually, in addition to the Board as a whole. The chairman then gives the meeting the opportunity to ask questions. Mr Fehrenbach is a representative of PGGM Investments ("PGGM") and says that he attends this Extraordinary General Meeting on behalf of PGGM's clients, such as Pensioenfonds Zorg en Welzijn, the pension fund for the healthcare sector in the Netherlands. Mr Fehrenbach starts by reiterating what has been expressed by his colleagues who were present at earlier Annual General Meetings and Extraordinary General Meetings of the Company, being that PGGM in general has concerns about the governance structure of the Company. Mr Fehrenbach says that this agenda item is another step in fine-tuning the governance structure of the Company and says that he does not see much improvement in it as such. Secondly, Mr Fehrenbach says that the explanatory notes to the different agenda items are not extensive enough and do not provide sufficient guidance on the respective proposals. He therefore requests the Company to be more elaborate in the explanatory notes in the future. Mr Fehrenbach notes that although the division of this agenda item 2 in different sub-items is from a procedural perspective in accordance with the Dutch Corporate Governance Code, he would also like to know whether the proposed amendments correspond with the spirit of the Dutch Corporate Governance Code in terms of content. Mr Fehrenbach additionally notes that the explanations regarding the deviations by the Company from the principles and best practices of the Dutch Corporate Governance Code, as included in the Company's comply and explain list, are minimal. 3 The chairman thanks Mr Fehrenbach and says that his reiteration regarding PGGM's concerns about the governance structure of the Company is duly noted. The same applies to his wish that the Company will be more elaborative in the explanatory notes in the future. The chairman says that Mr Fehrenbach is right that the division of this agenda item 2 in different sub-items is from a procedural perspective in accordance with the Dutch Corporate Governance Code. In response to the question whether the proposed amendments are also in line with the Dutch Corporate Governance Code in terms of content, the chairman notes that this will be expressed in the next management report of the Company, which will again include a comply or explain list. The chairman continues by saying that the Company’s business has developed significantly in both Europe and the United States over the last year. Consequently, the Board considered it important to reorganise the Company's management structure, which entailed the promotion of Mr Combes to CEO of Altice and the granting of the title of CEO of Altice USA and President of the Company to Mr Goei, simultaneously with Mr Patrick Drahi stepping down as executive Board member and President of the Company. In the past, significant powers were attributed to Mr Drahi as President. In view of the changes to the composition of the Board, the Company now seeks a more balanced division of powers, meaning that not only the President but also the Vice-President, represented by Mr Jérémie Bonnin, will have substantial powers. Mr Fehrenbach says that he would like to call upon the Company to make further adjustments and establish equal voting powers within the Board and not introduce a veto right for the Vice-President. Mr Fehrenbach says that the Netherlands has a good tradition of collegial decision-making at a Board level and that the proposed veto right for the Vice-President is in PGGM's view not in line with this. Mr Fehrenbach says that for this reason PGGM will vote against the proposed amendment of the Company's articles of association. The chairman thanks Mr Fehrenbach and gives the floor to Mr Lemmers. Mr Lemmers is a representative of the beleggersvereniging VEB ("VEB") and introduces VEB as the Dutch Investor Association. Mr Lemmers indicates that his question relates to agenda item 2.a. Mr Lemmers notes that it is proposed that the President and the Vice-President may represent the Company, acting jointly, and also that the Vice-President has a veto right with respect to all resolutions of the Board. Mr Lemmers asks what would exactly be the position of the President in representing the Company, since the Vice-President can always use the veto right and on that basis determine the direction where the Company is heading. Mr Lemmers asks whether the President will have the option to refuse to represent the Company together with the Vice-President in a specific case, even though he knows that the Vice- President may ultimately overrule his position in a Board meeting. Mr Lemmers then asks more generally what the position of the President and the other Board members is in view of the powers attributed to the Vice-President under the new governance of the Company.
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