TalkTalk Telecom Group PLC Tosca IOM Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006 AND CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSION OF THE TALKTALK SHARES TO TRADING ON THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.

TalkTalk Shareholders should read the whole of this document and the information incorporated by reference. In addition, this document should be read in conjunction with the accompanying blue and white Forms of Proxy and the yellow Form of Election. Definitions in this document are set out in Part X (Definitions) of this document.

If you have sold or otherwise transferred all of your TalkTalk Shares, please forward this document, together with the accompanying Forms of Proxy and the reply-paid envelope, but not the personalised Form of Election, as soon as possible to the buyer or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was made for onward delivery to the buyer or transferee. However, such documents should not be mailed, transmitted or distributed, in whole or in part, in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of TalkTalk Shares, you should retain these documents and consult the stockbroker, bank manager or other agent through whom the sale or transfer was effected.

Recommended Acquisition of

TalkTalk Telecom Group PLC by

Tosca IOM Limited to be implemented by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Circular to TalkTalk Shareholders and Explanatory Statement under section 897 of the Companies Act 2006

and

Notice of Court Meeting and General Meeting

Your attention is drawn to the letter from the Independent Committee of TalkTalk set out in Part I (Letter of Recommendation from the Independent Committee of TalkTalk) of this document, which contains the unanimous recommendation of the Independent TalkTalk Directors that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting. An Explanatory Statement from Barclays and Deutsche Bank explaining the Scheme is set out in Part II (Explanatory Statement) of this document.

Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP on 1 March 2021, are set out at the end of this document. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

In light of current guidance issued by the UK government restricting social gatherings, which would prohibit TalkTalk Shareholders attending the Meetings if the guidance remains in place at the date of the Meetings, and the general uncertainty on what additional and/or alternative measures may be put in place by the UK government should the current guidance be amended by the date of the Meetings, the TalkTalk Board, with regret, requests that TalkTalk Shareholders do not attend the Meetings in person irrespective of whether the restrictions on social gatherings remain in place at the date of the Meetings. As an alternative, the TalkTalk Board has put in place measures to allow TalkTalk Shareholders to attend, submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. The TalkTalk Board also encourages TalkTalk Shareholders to vote on the resolutions being put to the Meetings by appointing the chairman of the relevant Meeting as a proxy and giving voting instructions in advance, either by submitting the accompanying Forms of Proxy via post or by appointing a proxy electronically or through CREST irrespective of whether the TalkTalk Shareholder intends to attend the Meetings electronically via the Virtual Meeting Platform. If any person other than the chairman of the relevant Meeting is appointed as a proxy or corporate representative, they will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform.

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Instructions for accessing the Virtual Meeting Platform Scheme Shareholders and TalkTalk Shareholders will each be given the opportunity to attend remotely, submit written questions and vote at the Court Meeting and the General Meeting via a virtual meeting platform provided by Lumi (the “Virtual Meeting Platform”). Scheme Shareholders and TalkTalk Shareholders can each access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To remotely attend, submit written questions and/or vote using this method, please go to https://web.lumiagm.com. Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 173-914-964. You will then be prompted to enter your unique Shareholder Reference Number (“SRN”) and PIN (which is the first two and last two digits of your SRN). These can be found printed on the Forms of Proxy. Access to the Meetings via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, as further detailed below. If you are unable to access your SRN and PIN, please call Equiniti between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) via their helpline on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice. Although access to the Meetings via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, the voting functionality will not be enabled until the chairman of the relevant Meeting declares the poll open. Scheme Shareholders and TalkTalk Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Independent TalkTalk Directors during the course of the relevant Meeting. Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting. The Chairman of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the Meeting, unless no response is required to be provided under the Companies Act or the provision of a response would, at the Chairman’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Meeting. It is very important that TalkTalk Shareholders use their votes so that the Court can be satisfied that there is a fair and reasonable representation of their views. Whether or not you intend to remotely attend and/or vote at the Meetings, you are strongly encouraged to sign and return your Forms of Proxy by post or transmit a proxy appointment and voting instruction (electronically or through CREST) for the Meetings as soon as possible. The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction electronically or through CREST or by any other procedure described in this document) will not prevent you from remotely attending, submitting written questions and/or any objections (in the case of Court Meeting) and voting at the Court Meeting or the General Meeting, in each case via the Virtual Meeting Platform as described above and in the Virtual Meeting Guide, if you are entitled to and wish to do so. The TalkTalk Board will review the arrangements for the Meetings and any additional and/or alternative measures in advance of the Meetings and the Company will update TalkTalk Shareholders of any changes to these arrangements via a Regulatory Information Service as necessary. The action to be taken in respect of the Meetings is set out on pages 8 to 12 (inclusive) and also in paragraph 22 of Part II (Explanatory Statement) of this document. TalkTalk Shareholders will find accompanying this document a blue Form of Proxy for use in connection with the Court Meeting and a white Form of Proxy for use in connection with the General Meeting. In light of the restrictions on attendance at the Meetings, please complete and sign each of the Forms of Proxy in accordance with the instructions printed thereon (or, alternatively, appoint a proxy electronically or through CREST (as appropriate)) and return them to TalkTalk’s registrars, Equiniti, as soon as possible and, in any event, so as to be received by no later than 48 hours before the time appointed for the relevant Meeting. TalkTalk Shareholders who hold their TalkTalk Shares in certificated form (other than certain Overseas Shareholders) will also find accompanying this document a yellow Form of Election to be used if they wish to make an election under the Alternative Offer. TalkTalk Shareholders who hold their TalkTalk Shares in uncertificated form should follow the instructions in Part V (Notes on making an election for the Alternative Offer) of this document if they wish to make an election under the Alternative Offer. Barclays, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for TalkTalk as joint lead financial adviser, joint Rule 3 adviser and joint corporate broker and for no-one else in connection with the Acquisition and the matters described in this document and will not be responsible to anyone other than TalkTalk for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this document. In accordance with the Code and normal United Kingdom market practice, Barclays and its affiliates will continue to act as exempt principal trader in TalkTalk securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom. Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the Prudential Regulation Authority with deemed variation of permission. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA’s website. Deutsche Bank (as defined in Part X (Definitions) of this document) is acting exclusively for TalkTalk as its joint lead financial adviser, joint Rule 3 adviser and joint corporate broker and for no other person in relation to the Acquisition and the matters described in this document, and Deutsche Bank will not be responsible to any person other than TalkTalk for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this document. Lazard, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for TalkTalk and for no one else in connection with the Acquisition and will not be responsible to anyone other than TalkTalk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this document, any statement contained herein, the Acquisition or otherwise. Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for the Offeror and Tosca Penta and for no-one else in connection with the Acquisition and the matters described in this document and will not be responsible to anyone other than the Offeror and Tosca Penta for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Acquisition or any other matters referred to in this document.

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IMPORTANT NOTICE

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent possible, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.

This document has been prepared for the purposes of complying with English law, the Code, the Rules of the London Stock Exchange and the Part VI Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

This document and the accompanying documents do not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This document does not comprise a prospectus or a prospectus exempted document.

The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This document including certain information incorporated by reference contains certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of TalkTalk or the TalkTalk Group and the Offeror or the Offeror Group and certain plans and objectives of the TalkTalk Board and the Offeror Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. These statements are based on assumptions and assessments made by the TalkTalk Board and the Offeror Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Except as required by the FCA, the London Stock Exchange, the Part VI Rules, the Code or any other applicable law, TalkTalk and the Offeror assume no obligation to update or correct the information contained in this document.

INFORMATION FOR OVERSEAS SHAREHOLDERS General

The release, publication or distribution of this document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.

Unless otherwise determined by the Offeror or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Acquisition

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are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Consideration Shares and the Alternative Offer to TalkTalk Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Restricted Overseas Shareholders will not be able to elect for the Alternative Offer.

Notice to US holders of TalkTalk Shares

The Consideration Shares are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.

For the purposes of qualifying for the exemptions from the registration requirements of the US Securities Act afforded by Section 3(a)(10), TalkTalk will advise the Court through counsel that the Court’s sanction of the Scheme will be relied upon by the Offeror as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to TalkTalk Shareholders at which hearing all such TalkTalk Shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all TalkTalk Shareholders.

TalkTalk Shareholders who are, or will be, affiliates of the Offeror after the Effective Date will be subject to certain US transfer restrictions relating to the Consideration Shares received pursuant to the Scheme. Otherwise, the Consideration Shares generally should not be treated as “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than certain affiliates of the Offeror) may resell them without restriction under the US Securities Act.

The receipt of Consideration Shares or cash pursuant to the Acquisition by a US TalkTalk Shareholder will be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each TalkTalk Shareholder is urged to consult their independent professional advisor immediately regarding the tax consequences of the Acquisition. US TalkTalk Shareholders should also read sub-paragraph 18.2 of Part II (Explanatory Statement) of this document.

It may be difficult for US TalkTalk Shareholders to enforce their rights and claims arising out of the US federal securities laws, since the Offeror and TalkTalk are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US TalkTalk Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

None of the securities referred to in this document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

The financial information included in this document relating to TalkTalk has been prepared in accordance with IFRS and therefore may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles (“US GAAP”). US GAAP differs in certain significant respects from IFRS. None of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

In accordance with normal UK practice, the Offeror, certain affiliated companies and the nominees and brokers (acting as agents) may make certain purchases of, or arrangements to purchase shares in TalkTalk outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or the

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Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website www.londonstockexchange.com.

NO PROFIT FORECASTS OR ESTIMATES OR QUANTIFIED FINANCIAL BENEFITS STATEMENTS Save as set out in paragraph 5 of Part II (Explanatory Statement) of this document, no statement in this document is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this document should be interpreted to mean that earnings or earnings per share for the Offeror or TalkTalk, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the Offeror or TalkTalk, as appropriate.

DISCLOSURE REQUIREMENTS OF THE CODE Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

ELECTRONIC COMMUNICATIONS TalkTalk Shareholders should note that addresses, electronic addresses and certain other information provided by them, persons with information rights and other relevant persons for the receipt of

24.3(d)(xii)

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communications from TalkTalk may be provided to the Offeror during the Offer Period as required under section 4 of appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

PUBLICATION ON WEBSITES AND AVAILABILITY OF HARD COPIES In accordance with Rule 26.1 of the Code, a copy of this document, the information incorporated by reference in this document, and the Forms of Proxy will be made available, subject to certain restrictions relating to Restricted Overseas Shareholders, on TalkTalk’s website at www.talktalkgroup.com, on Toscafund’s website at www.toscafund.com and on Penta’s website at www.pentacapital.com, in each case promptly following the publication of this document and in any event by no later than 12 noon on the Business Day following the publication of this document until the end of the Offer Period (or, if later, the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this document.

Copies of this document, the information incorporated by reference in this document, and all future documents, announcements and information required to be sent to persons in relation to the Acquisition may be requested to be received by such persons in hard copy form by writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by calling Equiniti on telephone number 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Acquisition nor give financial, tax, investment or legal advice.

ROUNDING Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

COVID-19 UPDATE The Company is closely monitoring the impact of the COVID-19 pandemic in the United Kingdom. In light of the current guidance issued by the UK government restricting social gatherings, which would prohibit TalkTalk Shareholders attending the Meetings if the guidance remains in place at the date of the Meetings, and the general uncertainty on what additional and/or alternative measures may be put in place by the UK government should the current guidance be amended by the date of the Meetings, the TalkTalk Board, with regret, requests that TalkTalk Shareholders do not attend the Meetings in person irrespective of whether the restrictions on social gatherings remain in place at the date of the Meetings. As an alternative, the TalkTalk Board has put in place measures to allow TalkTalk Shareholders to attend, submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. The TalkTalk Board also encourages TalkTalk Shareholders to vote on the resolutions being put to the Meetings by appointing the chairman of the relevant Meeting as a proxy and giving voting instructions in advance, either by submitting the accompanying Forms of Proxy via post or by appointing a proxy electronically or through CREST irrespective of whether the TalkTalk Shareholder intends to attend the Meetings electronically via the Virtual Meeting Platform. If any person other than the chairman of the relevant Meeting is appointed as a proxy or corporate representative they will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform.

Scheme Shareholders and TalkTalk Shareholders can attend the Meetings remotely, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the Court Meeting or the General Meeting in each case via the Virtual Meeting Platform, as described on page 2 of this document, the Virtual Meeting Guide and in the notices of the Court Meeting and the General Meeting (see Parts XI (Notice of Court Meeting) and XII (Notice of General Meeting) of this document respectively).

30.3(e)

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The TalkTalk Board will review the arrangements for the Meetings and any additional and/or alternative measures in advance of the Meetings and the Company will update TalkTalk Shareholders of any changes to these arrangements via a Regulatory Information Service as necessary. The Company encourages TalkTalk Shareholders to check its website (at www.talktalkgroup.com/investors-centre) regularly for the latest information on its engagement with TalkTalk Shareholders in connection with the Meetings and the arrangements for the Meetings.

TIME All references to time in this document, the Forms of Proxy and the Form of Election are to London time, unless otherwise stated.

DATE The date of publication of the document is 5 February 2021.

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ACTION TO BE TAKEN

For the reasons set out in this document, the Independent TalkTalk Directors unanimously recommend that Scheme Shareholders who are eligible to do so vote (or procure the vote) in favour of the Scheme at the Court Meeting and TalkTalk Shareholders who are eligible to do so vote (or procure the vote) in favour of the Special Resolution at the General Meeting, as the Independent TalkTalk Directors who hold TalkTalk Shares have irrevocably undertaken to do in respect of their own beneficial holdings of TalkTalk Shares. Further, the Independent TalkTalk Directors unanimously request that TalkTalk Shareholders take the action described in paragraphs 1 to 3 below.

Detailed instructions on the action to be taken to vote at the Court Meeting and General Meeting are set out in paragraph 22 of Part II (Explanatory Statement) of this document. The description in paragraph 2 below is a summary of such instructions.

Scheme Shareholders may also elect for the Alternative Offer and detailed instructions on the action to be taken by those Scheme Shareholders who wish to make an election under the Alternative Offer are set out in Part V (Notes on making an election for the Alternative Offer) of this document. The description in paragraph 3 below is a summary of such instructions.

In deciding whether or not to elect for the Alternative Offer, Scheme Shareholders are strongly encouraged to take their own independent advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer (including, but not limited to, those set out in paragraph 7 of Part I (Letter of Recommendation from the Independent Committee of TalkTalk) of this document) in light of their own financial circumstances and investment objectives.

1. The documents Please check that you have received the following:

l a blue Form of Proxy for use in respect of the Court Meeting;

l a white Form of Proxy for use in respect of the General Meeting;

l a yellow Form of Election for use in respect of elections under the Alternative Offer which relate to TalkTalk Shares held in certificated form only;

l a reply-paid envelope for use in the United Kingdom only; and

l the Virtual Meeting Guide.

If you have not received all of these documents, please contact Equiniti on the helpline telephone number indicated below.

2. Voting at the Court Meeting and the General Meeting General

The Court Meeting and the General Meeting will be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP on 1 March 2021 at 10.00 a.m. and 10.15 a.m. respectively (or, in the case of the General Meeting, if later, as soon as the Court Meeting has been concluded or adjourned). The Scheme requires approval at both of these Meetings.

TalkTalk Shareholders entitled to attend, speak and vote at the Court Meeting and/or General Meeting are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the Court Meeting and/or General Meeting. The proxy need not be a TalkTalk Shareholder, however, please see the paragraphs under the heading “COVID-19 update” below in respect of restrictions on attendance at the Meetings in person and the resulting request in relation to the appointment of proxies.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF SCHEME SHAREHOLDER OPINION. AS DETAILED BELOW AND IN PARAGRAPH 17 OF PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT, IN LIGHT OF THE COVID-19 PANDEMIC WITHIN THE UNITED KINGDOM, TALKTALK SHAREHOLDERS WILL

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NOT BE ABLE TO ATTEND THE MEETINGS IN PERSON. TALKTALK SHAREHOLDERS ARE STRONGLY ENCOURAGED TO APPOINT THE CHAIRMAN OF THE RELEVANT MEETING AS THEIR PROXY BY COMPLETING, SIGNING AND RETURNING THEIR FORMS OF PROXY OR APPOINTING THE CHAIRMAN AS PROXY ELECTRONICALLY OR THROUGH CREST AS SOON AS POSSIBLE (AND IN ANY EVENT BEFORE THE RELEVANT DEADLINE). THE CHAIRMAN OF THE RELEVANT MEETING WILL VOTE IN ACCORDANCE WITH THE VOTING INSTRUCTIONS OF THE APPOINTING TALKTALK SHAREHOLDER. THE COMPLETION AND RETURN OF THE FORMS OF PROXY BY POST (OR TRANSMISSION OF A PROXY APPOINTMENT OR VOTING INSTRUCTION ELECTRONICALLY OR THROUGH CREST OR BY ANY OTHER PROCEDURE DESCRIBED IN THIS DOCUMENT) WILL NOT PREVENT YOU FROM REMOTELY ATTENDING, SUBMITTING WRITTEN QUESTIONS AND/OR ANY OBJECTIONS (IN THE CASE OF THE COURT MEETING) AND VOTING AT THE COURT MEETING OR THE GENERAL MEETING, IN EACH CASE VIA THE VIRTUAL MEETING PLATFORM AS DESCRIBED ON PAGE 2 OF THIS DOCUMENT AND IN THE VIRTUAL MEETING GUIDE, IF YOU ARE ENTITLED TO AND WISH TO DO SO.

The quorum for the General Meeting is two or more TalkTalk Shareholders present in person or by proxy and TalkTalk’s management will facilitate the presence of a quorum in person given the restrictions on attendance in person at the General Meeting. As set out on page 2 of this document and in Part XI (Notice of Court Meeting) and Part XII (Notice of General Meeting), Scheme Shareholders, TalkTalk Shareholders and other attendees (other than the chairman and certain members of TalkTalk management) will not be permitted to attend the Court Meeting and the General Meeting in person, but can remotely attend, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the Court Meeting or the General Meeting via the Virtual Meeting Platform, as described on page 2 of this document and the Virtual Meeting Guide. If any person other than the chairman of the relevant Meeting is appointed as proxy, they will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they voted in favour of or against, or abstained from voting on, the Scheme at the Court Meeting or the Special Resolution at the General Meeting.

Sending Forms of Proxy by post

Please complete and sign both the accompanying blue and white Form of Proxy in accordance with the instructions printed on them and return them to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, and in any event so as to be received by no later than the relevant time set out below:

BLUE Form of Proxy for the Court Meeting 10.00 a.m. on 25 February 2021

WHITE Form of Proxy for the General Meeting 10.15 a.m. on 25 February 2021

If either Meeting is adjourned the relevant Form of Proxy should be received by Equiniti, not less than 48 hours prior to the time and date set for the adjourned meeting. This will enable your votes to be counted at the Meetings.

If either the blue Form of Proxy or the white Form of Proxy is not lodged by the relevant time, or not otherwise lodged in accordance with the instructions set out in the relevant Form of Proxy, such Form of Proxy will be invalid.

Submitting Forms of Proxy electronically

As an alternative to completing and returning the printed Forms of Proxy, eligible TalkTalk Shareholders may appoint a proxy or proxies electronically by logging on to the following website www.sharevote.co.uk and entering the voting ID, task ID and shareholder reference number shown on their Forms of Proxy. Alternatively, if you have already registered with Company’s registrars’ online portfolio service, Shareview, you can submit your Proxy Form at www.shareview.co.uk using your usual user ID and password. Full instructions are given on both websites. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti by no later than 10.00 a.m. on 25 February 2021 in the case of the Court Meeting and by no later than 10.15 a.m. on 25 February 2021 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

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Full details of the procedure to be followed to appoint a proxy electronically are given on www.sharevote.co.uk. Should you appoint a proxy or proxies electronically and then post hard copy Form(s) of Proxy (or vice versa), the instructions contained in the proxy appointment that arrives last in respect of each Meeting will be counted to the exclusion of the instructions received earlier, whether electronic or posted. Please refer to the terms and conditions of the service on the website.

Appointment of proxies using CREST

If you hold your TalkTalk Shares in uncertificated form (that is, in CREST) and wish to appoint a proxy or proxies for the Meetings (or any adjourned Meeting) using the CREST electronic proxy appointment services, then you may do so using the procedures set out in the CREST Manual and this document. Please also refer to the notes to the notices convening the Court Meeting and the General Meeting set out in Parts XI (Notice of Court Meeting) and XII (Notice of General Meeting) of this document respectively and the notes to the Forms of Proxy.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti (CREST participant ID RA19) by no later than 10.00 a.m. on 25 February 2021 in the case of the Court Meeting and by no later than 10.15 a.m. on 25 February 2021 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting). For this purpose, the time of receipt will be taken as the time (as determined by the stamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsor or voting service provider, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

TalkTalk may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the CREST Regulations.

COVID-19 update The Company is closely monitoring the impact of the COVID-19 pandemic in the United Kingdom. In light of the current guidance issued by the UK government restricting social gatherings, which would prohibit TalkTalk Shareholders attending the Meetings if the guidance remains in place at the date of the Meetings, and the general uncertainty on what additional and/or alternative measures may be put in place by the UK government should the current guidance be amended by the date of the Meetings, the TalkTalk Board, with regret, requests that TalkTalk Shareholders do not attend the Meetings in person irrespective of whether the restrictions on social gatherings remain in place at the date of the Meetings. As an alternative, the TalkTalk Board has put in place measures to allow TalkTalk Shareholders to attend, submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. The TalkTalk Board also encourages TalkTalk Shareholders to vote on the resolutions being put to the Meetings by appointing the chairman of the relevant Meeting as a proxy and giving voting instructions in advance, either by submitting the accompanying Forms of Proxy via post or by appointing a proxy electronically or through CREST irrespective of whether the TalkTalk Shareholder intends to attend the Meetings electronically via the Virtual Meeting Platform. If any person other than the chairman of the relevant Meeting is appointed as a proxy or corporate representative they will not be permitted to attend the relevant

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Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform.

Scheme Shareholders and TalkTalk Shareholders can attend the Meetings remotely, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the Court Meeting or the General Meeting in each case via the Virtual Meeting Platform, as described on page 2 of this document, in the Virtual Meeting Guide and in the notices of the Court Meeting and the General Meeting (see Parts XI (Notice of Court Meeting) and XII (Notice of General

Meeting) of this document respectively).


Appointment of multiple proxies and multiple proxy voting instructions

Under normal circumstances, TalkTalk Shareholders may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. However, given the restrictions on attendance at the Meetings, you are encouraged to appoint only the “Chair of the meeting” as your proxy, rather than appointing one or more named persons as they will not be permitted to attend the meeting.

3. Process for electing for the Alternative Offer: As explained in more detail in Parts I (Letter of Recommendation from the Independent Committee of TalkTalk), II (Explanatory Statement) and IV (The Alternative Offer and the Offeror Group) of this document, as an alternative to the Cash Offer, eligible TalkTalk Shareholders may elect for the Alternative Offer, pursuant to which they would receive one Consideration Share for each TalkTalk Share which is subject to the election. Eligible TalkTalk Shareholders may elect for the Alternative Offer in relation to all or part of their holding of TalkTalk Shares.

If you hold your TalkTalk Shares in certificated form (that is, not in CREST) and wish to make an election under the Alternative Offer, please complete and sign the Form of Election in accordance with sub-paragraph 2(A) of Part V (Notes on making an election for the Alternative Offer) of this document and return it (along with any appropriate document(s) of title, including your share certificate(s)), using the accompanying reply-paid envelope (if you are posting within the United Kingdom) as soon as possible and, in any event, so as to be received by Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended). The instructions printed on, or deemed to be incorporated in, the Form of Election constitute part of the terms of the Scheme.

If you hold your TalkTalk Shares in uncertificated form (that is, in CREST) and wish to make an election under the Alternative Offer, you should NOT complete a Form of Election. Instead you should submit your election electronically taking (or procuring to take) the actions set out in sub-paragraph 2(B) of Part V (Notes for making an election for the Alternative Offer) of this document to transfer the TalkTalk Shares in respect of which you wish to elect for the Alternative Offer to the relevant escrow account using a TTE instruction as soon as possible and, in any event, so that the TTE instruction settles no later than the Election Return Time, being 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended). If you are a CREST personal member or other CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participation ID and the member account ID under which your TalkTalk Shares are held. In addition, only your CREST sponsor will be able to send the TTE instruction to Euroclear in relation to your TalkTalk Shares.

If you hold TalkTalk Shares in both certificated and uncertificated form and you wish to make an election under the Alternative Offer in respect of both such holdings, you must make separate elections in respect of each holding.

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Any person who holds Scheme Shares through a nominee or similar arrangement, either in uncertificated or certificated form, who wishes to elect for the Alternative Offer may need first to arrange with such nominee for the transfer of such Scheme Shares into their own name and then make an election for the Alternative Offer in their own name.

If you do not return a valid Form of Election or complete a TTE instruction electing for the Alternative Offer or you fail to return a valid Form of Election or complete a TTE instruction within the relevant time period, you will receive cash for all of the TalkTalk Shares that you hold at the Scheme Record Time. If you wish to receive cash for all of the TalkTalk Shares that you hold at the Scheme Record Time, you are not required to return the Form of Election or make a TTE instruction.

If you have submitted a Form of Election or TTE instruction and wish to withdraw or amend your election under the Alternative Offer, please refer to the instructions in sub-paragraph 3.4 of Part V (Notes for making an election for the Alternative Offer) of this document.

Restricted Overseas Shareholders will, under the Acquisition, only be entitled to receive Cash Consideration for the TalkTalk Shares they hold at the Scheme Record Time and they will not have the option of electing for the Alternative Offer. Any purported election for the Alternative Offer by such Restricted Shareholders will be treated as invalid by the Offeror. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

4. Shareholder Helpline If you have any questions relating to this document, the appointment of proxies or how to make an election under the Alternative Offer, please write to or call Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA on 0371 384 2509 or, if telephoning from outside the United Kingdom, on +44 371 384 2509 between 9.00 a.m. and 5.00 p.m. Monday to Friday, excluding English and Welsh public holidays. Calls from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones. Please note that calls to these numbers may be monitored or recorded and that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.

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CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 14

PART I LETTER OF RECOMMENDATION FROM THE INDEPENDENT COMMITTEE 16 OF TALKTALK

PART II EXPLANATORY STATEMENT 23

PART III CONDITIONS TO THE IMPLEMENTATION OF THE ACQUISITION 45

PART IV THE ALTERNATIVE OFFER AND THE OFFEROR GROUP 55

PART V NOTES ON MAKING AN ELECTION FOR THE ALTERNATIVE OFFER 62

PART VI FINANCIAL INFORMATION ON TALKTALK 69

PART VII THE SCHEME OF ARRANGEMENT 70

PART VIII RULE 24.11 ESTIMATE OF VALUE LETTER 82

PART IX ADDITIONAL INFORMATION 86

PART X DEFINITIONS 106

PART XI NOTICE OF COURT MEETING 116

PART XII NOTICE OF GENERAL MEETING 121

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Time and/or date

Latest time for receipt of blue Forms of Proxy/ 10.00 a.m. on 25 February 2021 CREST Proxy instructions for the Court Meeting

Latest time for receipt of white Forms of Proxy/ 10.15 a.m. on 25 February 2021 CREST Proxy instructions for the General Meeting

Voting Record Time 6.30 p.m. on 25 February 2021(1)

Court Meeting 10.00 a.m. on 1 March 2021

General Meeting 10.15 a.m. on 1 March 2021(2)

Latest time for receipt of yellow Forms of Election or 1.00 p.m. on 3 March 2021 settlement of TTE instructions through CREST

Latest time for withdrawals of elections in respect of 1.00 p.m. on 3 March 2021 the Alternative Offer

The following dates are subject to change (please see note (3) below)

Court Hearing to sanction the Scheme and Court Order Date 10 March 2021

Last day of dealings in, and for registration of transfers of, and 11 March 2021(4) disablement in CREST of, TalkTalk Shares

Scheme Record Time 6.00 p.m. on 11 March 2021

Suspension of TalkTalk Shares from the Official List and from 7.30 a.m. on 12 March 2021 trading on the London Stock Exchange’s main market for listed securities

Effective Date 12 March 2021

Delisting of TalkTalk Shares By no later than 8.00 a.m. on 15 March 2021

Latest date for despatch of cheques and crediting of CREST 26 March 2021 accounts for Cash Consideration due under the Scheme and share certificates in respect of Consideration Shares

Long Stop Date 30 June 2021

Unless otherwise stated, all references to time in this document, the Forms of Proxy and the Form of Election are to London time.

Notes:

1. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date two days before the date set for the adjourned meeting.

2. To commence at 10.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

3. These times and dates are indicative only and will depend, amongst other things, on the date upon which:

(a) the Court sanctions the Scheme;

(b) the Court Order is delivered to the Registrar of Companies; and

(c) the Conditions set out in Part III (Conditions to the implementation of the Acquisition) to this document are satisfied or (if capable of waiver) waived.

App 7, 3(b)(ii)

App 7, 3(b)(ii)

App 7, 3(b)(i) App 7, 3(b)(iii) App 7, 3(b)(iii) App 7, 3(b)(ii)

App 7, 9(a)

App 7, 3(b)(v)

App 7, 3(b)(vii)

App 7, 3(b)(vi) App 7, 3(b)(ix)

App 7, 3(b)(xi)

App 7, 6

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If any of the expected dates change, TalkTalk will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to TalkTalk Shareholders and to persons with information rights.

4. TalkTalk Shares released, transferred or issued under the TalkTalk Share Plans may be registered after this date provided the transfer of any such TalkTalk Shares is made prior to the Scheme Record Date.

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PART I

LETTER OF RECOMMENDATION FROM THE INDEPENDENT COMMITTEE OF TALKTALK (Incorporated in England and Wales under the Companies Act 2006 with registered number 07105891)

Directors: Registered office:

Sir Charles Dunstone (Executive Chairman) TalkTalk Telecom Group PLC Tristia Harrison (Chief Executive Officer) Soapworks Kate Ferry (Chief Financial Officer) Ordsall Lane John Gildersleeve (Deputy Chairman) Salford Ian West (Senior Independent Director)* M5 3TT Sir Howard Stringer (Non-Executive Director)* Roger Taylor (Non-Executive Director) Nigel Langstaff (Non-Executive Director)* Phil Jordan (Non-Executive Director)* Paul Reynolds (Non-Executive Director)

*denotes Independent TalkTalk Director and member of the Independent Committee of TalkTalk

5 February 2021

To TalkTalk Shareholders and, for information only, to holders of options or awards under the TalkTalk Share Plans and persons with information rights

Dear TalkTalk Shareholder,

Recommended acquisition of TalkTalk Telecom Group PLC by Tosca IOM Limited

1. Introduction

On 8 October 2020, the TalkTalk Board announced that it had received a preliminary and non-binding proposal from Toscafund on behalf of funds advised by it regarding a possible offer being made for TalkTalk. On 17 December 2020, it was announced that the Offeror Board and the Independent TalkTalk Directors had reached agreement on the terms of a recommended acquisition by the Offeror of the entire issued and to be issued ordinary share capital of TalkTalk to be effected by means of a Court-sanctioned scheme of arrangement between TalkTalk and its shareholders pursuant to the provisions of Part 26 of the Companies Act.

The Offeror is a newly incorporated company owned and controlled by Tosca Penta and was formed for the purpose of implementing the Acquisition. Further information relating to the Offeror and the Offeror Group can be found in Part IV (The Alternative Offer and the Offeror Group) of this document.

I am writing to you, on behalf of the Independent TalkTalk Directors, to explain the background to, and terms of, the Acquisition and the reasons why the Independent TalkTalk Directors are unanimously recommending that Scheme Shareholders who are entitled to vote at the Court Meeting vote (or procure the vote) in favour of the Scheme at the Court Meeting and TalkTalk Shareholders entitled to vote at the General Meeting vote (or procure the vote) in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) as the Independent TalkTalk Directors who are interested in TalkTalk Shares have irrevocably undertaken to do in respect of their own beneficial holdings of TalkTalk Shares, as more fully described in paragraph 4 of Part II (Explanatory Statement) of this document.

Details of the recommendation of the Independent TalkTalk Directors are set out in paragraph 11 of this Part I (Letter of Recommendation from the Independent Committee of TalkTalk) and details of the actions you should take in relation to the Acquisition, the Scheme and the Alternative Offer are set out in paragraphs 22 and 23 of Part II (Explanatory Statement) and Part V (Notes on making an election for the Alternative Offer) of this document.

24.3(d)(ii)

24.3(d)(iv)

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2. The Acquisition The Acquisition will be implemented by way of the Scheme, the full details of which are set out in Parts II (Explanatory Statement) and VII (The Scheme of Arrangement) of this document.

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Part III (Conditions to the implementation of the Acquisition), Scheme Shareholders will be entitled to receive:

for each Scheme Share 97 pence in cash (the “Cash Offer”)

Based on the Offer Price, the terms of the Cash Offer value the entire issued ordinary share capital of TalkTalk at approximately £1,112 million.

The Offer Price represents a premium of approximately:

l 16.4 per cent. to the Closing Price of 83.3 pence for each TalkTalk Share on 7 October 2020, (being the last Business Day before the commencement of the Offer Period);

l 25.8 per cent. to the volume-weighted average price of 77.1 pence for each TalkTalk Share for the three month period ended 7 October 2020; and

l 17.3 per cent. to the volume-weighted average price of 82.7 pence for each TalkTalk Share for the six month period ended 7 October 2020.

As an alternative to the Cash Offer, Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect to receive one unlisted ordinary share in the capital of the Offeror (a “Consideration Share”) for each Scheme Share held (the “Alternative Offer”) subject to the terms and conditions of the Alternative Offer detailed in Parts IV (The Alternative Offer and the Offeror Group) and V (Notes for making an election for the Alternative Offer) of this document. For the purposes of Rule 24.11 of the Code, Panmure Gordon, as financial adviser to the Offeror, has provided an estimate of the value of a Consideration Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter set out in Part VIII (Rule 24.11 Estimate of Value Letter) of this document.

The Acquisition is subject to the Conditions and certain further terms set out in Part III (Conditions to the implementation of the Acquisition) of this document including, among other things: (i) the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting; (ii) the sanction of the Scheme by the Court; and (iii) the Scheme becoming Effective no later than the Long Stop Date.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme and/or the Special Resolution, at the Court Meeting and/or the General Meeting and TalkTalk will become a wholly owned subsidiary of the Offeror.

The expected timetable of principal events is set out on page 14 of this document.

If any dividend or other distribution is announced, declared, made payable or paid in respect of the TalkTalk Shares on or after the date of this document and prior to the Effective Date, the Offeror reserves the right to reduce the consideration payable in respect of each TalkTalk Share under the terms of the Acquisition by the amount of all or part of any such dividend or other distribution. If the Offeror exercises this right or makes such a reduction in respect of a dividend or other distribution, TalkTalk Shareholders will be entitled to receive and retain that dividend or other distribution.

3. Background to and reasons for the Acquisition Funds managed by Toscafund have been investors in TalkTalk since 2016 and Toscafund has been supportive of the organisation and its leadership since that time. Tosca Penta values the culture and ambition of TalkTalk and the efficient manner in which it has delivered its business plan in recent times, providing value for money connectivity services to consumers and businesses throughout the UK. In the opinion of Tosca Penta, the management of TalkTalk have taken significant steps to rationalise operations and strengthen its balance sheet, most notably through the relocation of the head office from London to Salford

24.17(a)

3.1 25.2(a) 25.2(b)

24.3(d)(v)

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in 2019, raising £575 million through a corporate bond offering in February 2020 and the sale of TalkTalk’s fibre assets in March 2020.

Tosca Penta believes that TalkTalk has demonstrated resilient performance during 2020 and notes the material decrease in its share price over the last 12 months. Tosca Penta has, therefore, concluded that operating in the public listed markets is not optimal for TalkTalk and that the next stages of such investment, strategy and long term growth can all be best delivered as a private company, without the significant governance, cost, regulatory and financial reporting burdens of a company listed on the London Stock Exchange. Tosca Penta further believes that TalkTalk will benefit from access to different forms of equity and debt financing structures that are not readily available to listed companies.

Tosca Penta believes that there is an opportunity to invest in TalkTalk to develop further its existing strong brand as the UK’s leading value for money provider of fixed line connectivity services for residential and business customers. Following the Acquisition, investment will be made in developing simple customer offers in full fibre products as ‘Fibre-to-the-Premises’ (“FTTP”) rolls out at scale, via multiple network operators, across the UK. Further investment will be made to reposition TalkTalk’s brand and to build the systems and capabilities required to provide wholesale telecoms services to multiple potential new and existing customers. In addition, Tosca Penta hopes to facilitate the acceleration of the existing management team’s plan to grow market share in both residential and business telecoms markets in the UK, by leveraging TalkTalk’s national scale wholesale platform and its position as an aggregator of ‘over-the-top’ (“OTT”) video content from the likes of Amazon Prime Video and Netflix.

4. Background to and reasons for the Independent TalkTalk Directors’ recommendation of the Cash Offer

TalkTalk is the UK’s leading value-for-money provider of fixed line connectivity services for residential and business customers. TalkTalk provides landline telephony, broadband and TV to over four million customers in the UK, supplying consumers through the TalkTalk brand and businesses through TalkTalk Business and providing wholesale arrangements to resellers. TalkTalk’s business model is underpinned by a low-cost position, driven primarily by a scalable and extensive network, which acts as a barrier to entry to competitors and has historically enabled the introduction of disruptive products at affordable prices.

Over recent years, the demand for affordable and reliable fixed connectivity has increased with a fast broadband connection now often referred to as the ‘fourth utility’ on a par with water, electricity and gas. This is a trend that has only accelerated recently as the COVID-19 pandemic has led to significantly increased data usage for working from home, OTT video streaming and online shopping.

The UK telecoms market has commenced a significant, multi-year investment in the roll-out of FTTP in recent years. This technological advancement has the potential to meaningfully change TalkTalk’s performance, given its ability to meet both residential and business customers’ demand for fast, reliable connectivity and enhance TalkTalk’s differentiated market position as a both a retailer and wholesaler of high speed, fixed-line connectivity.

In 2017, TalkTalk set out a strategy to simplify and refocus its business in order to take advantage of these sector dynamics through a reduction in costs and a focus on accelerating the roll-out of FTTP. Significant progress has been made in delivering against this strategy, including exiting mobile virtual network operations, rationalising TalkTalk’s TV offering, moving TalkTalk’s headquarters to sit with the business and technology teams in one campus in Salford and launching a “Fibre for Everyone” programme which shifted TalkTalk’s focus away from asymmetric digital subscriber line technology onto faster and more profitable “Fibre-to-the-Cabinet” (“FTTC”) and FTTP products. Furthermore, TalkTalk has moved away from owning FTTP assets through the sale of its Fibre Assets Business (the fibre network roll-out operations which were operated by the TalkTalk Group (including FibreNation Ltd and Bolt Pro Tem Ltd)) in March 2020 to CityFibre Infrastructure Holdings Limited (“CityFibre”), opting instead to partner with CityFibre and other network providers through long-term, competitive wholesale agreements.

Despite improvements in TalkTalk’s operating performance in recent years, including continued momentum in the take up of TalkTalk’s fibre products and maintaining consistently low levels of churn, TalkTalk’s share price has not fully reflected these positive improvements. The TalkTalk Directors (including the Independent TalkTalk Directors) believe that the reasons for this underperformance include:

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l cash resources being invested in acquiring new customers and in exiting onerous and costly third party agreements as TalkTalk simplifies its business;

l challenges in accurately forecasting TalkTalk’s financial performance for any given financial year, which has previously led to financial results missing original full year guidance provided by TalkTalk to the market;

l resulting constraints on TalkTalk’s ability to deleverage towards its medium-term target ratio of 2.0x net debt to headline earnings before interest, tax, depreciation and amortisation;

l uncertainty around the timeframe for the roll-out of FTTP and the impact of competition on TalkTalk’s profitability; and

l the marketability and liquidity of TalkTalk’s shares, which has been constrained by a limited share ownership amongst active institutional investors.

To be able to fully capture the FTTP opportunity and accelerate the delivery of its strategic objective to become the UK’s leading value-for-money fixed line fibre connectivity provider, TalkTalk will need significant capital investment in systems, capabilities, marketing and customer service over the next 3-5 years, which will likely place increased demands on its balance sheet and impact medium-term profitability, including distributions to TalkTalk Shareholders.

Toscafund has been a committed and supportive shareholder of TalkTalk for over three years and now manages funds holding, in aggregate, approximately 29.5 per cent. of the existing issued share capital of TalkTalk. Toscafund has indicated a willingness to continue supporting TalkTalk and provide the necessary and significant investment required for TalkTalk to be able to successfully execute its strategy. With its long-term investment horizon, expertise and breadth of access to capital, the Independent TalkTalk Directors believe that Toscafund would provide TalkTalk with the necessary support to achieve its strategic objectives of becoming the UK’s leading value provider of core fixed fibre connectivity.

The Independent TalkTalk Directors have also taken into account the interests of all of TalkTalk’s stakeholders in coming to their decision to recommend the Cash Offer to TalkTalk Shareholders as set out in paragraph 5 of this Part I (Letter from the Independent Committee of TalkTalk).

Set against the backdrop of the risks associated with the transition to FTTP and the significant investment required to achieve TalkTalk’s strategic objectives, the Independent TalkTalk Directors recognise that the value which may ultimately be delivered through the Alternative Offer is inherently uncertain, whilst the Cash Offer provides Scheme Shareholders with the certainty of a guaranteed cash value.

In considering the merits of the Cash Offer, the Independent TalkTalk Directors have taken into account that the Offer Price of 97 pence represents a premium of approximately:

l 16.4 per cent. to the Closing Price of 83.3 pence per TalkTalk Share on 7 October 2020 (being the last Business Day prior to commencement of the Offer Period);

l 25.8 per cent. to the three month volume-weighted average price of 77.1 pence per TalkTalk Share on 7 October 2020; and

l 17.3 per cent. to the six month volume-weighted average price of 82.7 pence per TalkTalk Share on 7 October 2020.

Accordingly, following careful consideration of the above factors, the Independent TalkTalk Directors unanimously and unconditionally recommend the Cash Offer to Scheme Shareholders.

5. Strategic plans and intentions with regard to the business, employees and pension schemes of the TalkTalk Group

The TalkTalk Board (including the Independent TalkTalk Directors) has given due consideration to Offeror’s stated intention and assurances which are set out in paragraph 12 of Part II (Explanatory Statement) of this document.

In particular, the Independent TalkTalk Directors note the Offeror’s confirmation that it has no intention for any individual’s employment to be adversely impacted by the Acquisition and that it will be building upon

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the existing teams already in place in the business. The Independent TalkTalk Directors also understand that there are no current plans for the Offeror to change the locations of TalkTalk’s material places of business nor is there an intention to redeploy the fixed assets of TalkTalk.

6. TalkTalk Share Plans The Scheme will extend to any TalkTalk Shares unconditionally transferred before the Scheme Record Time to satisfy the exercise of options or awards granted under the TalkTalk Share Plans.

Appropriate proposals are being made to participants in the TalkTalk Share Plans in accordance with Rule 15 of the Code. These proposals explain the effect of the Acquisition on the participants’ options or awards and the actions they may take in respect of their options or awards.

The Scheme will not extend to TalkTalk Shares issued after the Scheme Record Time. However, it is proposed to amend TalkTalk’s articles of association at the General Meeting to provide that, following completion of the Acquisition, any TalkTalk Shares issued to any person other than the Offeror or its nominees after the Scheme Record Time (including in satisfaction of the exercise of an option or award under the TalkTalk Share Plans) will be automatically transferred to the Offeror in consideration for the payment by the Offeror to such person of an amount equal to 97 pence for each TalkTalk Share so transferred.

Further details in relation to the effect of the Scheme on options and awards granted under the TalkTalk Share Plans will be set out in separate letters to be sent to participants in the TalkTalk Share Plans.

7. Alternative Offer Under the Alternative Offer, Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect, in respect of all or part of their Scheme Shares, to receive one Consideration Share for each Scheme Share subject to the election. The receipt of any such Consideration Shares shall be in lieu of the Cash Offer to which they would otherwise be entitled.

The Independent TalkTalk Directors consider that, in deciding whether or not to elect for the Alternative Offer, eligible Scheme Shareholders should take their own independent advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer (including, but not limited to, those set out below) in light of their own financial circumstances and investment objectives. The Independent TalkTalk Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Scheme Shareholders as to whether or not they should elect for the Alternative Offer.

Disadvantages of electing for the Alternative Offer

l The Consideration Shares will be unlisted and will not be admitted to trading on any stock exchange and will, therefore, be illiquid. As a result, any assessment of the value of the Consideration Shares should take into account an individual shareholder’s assessment of an appropriate liquidity discount.

l The Consideration Shares will be of uncertain value and there can be no assurance that they will be capable of being sold in the future.

l TalkTalk is currently listed on the premium listing segment of the Official List of the FCA and traded on the London Stock Exchange’s main market for listed securities. Certain standards and protections afforded to shareholders in a premium listed company will be substantially different to a shareholding in an unlisted private company which a Scheme Shareholder would receive as a result of electing for the Alternative Offer.

Advantages of electing for the Alternative Offer

l The Alternative Offer allows Scheme Shareholders to invest directly in the Offeror, providing continued economic exposure to TalkTalk under private ownership.

l From completion of the Acquisition, the Consideration Shares will rank economically pari passu with the Offeror Ordinary Shares in issue at the time the Consideration Shares are allotted and issued,

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including the right to receive and retain certain dividends and other distributions declared, made or paid by reference to a record date falling on or after the Effective Date.

The issue of Consideration Shares pursuant to the Alternative Offer will be subject to the Conditions and further terms set out in Part III (Conditions to the implementation of the Acquisition) of this document. Further details of the Alternative Offer, the Offeror Group and the rights attaching to the Consideration Shares are set out in Part IV (The Alternative Offer and the Offeror Group) of this document. The attention of Scheme Shareholders who wish to make an election for the Alternative Offer is also drawn to the provisions of Part V (Notes on making an election for the Alternative Offer) of this document.

Upon the Scheme becoming Effective, Scheme Shareholders who have not validly elected for the Alternative Offer in respect of all or part of their holding of Scheme Shares will automatically receive the Cash Offer in respect of their entire holding of Scheme Shares.

TalkTalk Shareholders are strongly advised to seek their own independent financial, tax and legal advice before electing to receive Consideration Shares pursuant to the Alternative Offer and to consider carefully the disadvantages and advantages of electing for the Alternative Offer (including, but not limited to, those set out above) and paragraph 8 of Part IV (The Alternative

Offer and the Offeror Group) of this document entitled “Risk Factors and other investment considerations relating to the Consideration Shares”.

8. Irrevocable undertakings The Offeror has received irrevocable undertakings to vote in favour of:

l the Scheme at the Court Meeting in respect of 360,990,223 TalkTalk Shares, representing approximately 31.49 per cent. of the issued ordinary share capital of TalkTalk and approximately 44.68 per cent. of the Scheme Shares eligible to vote at the Court Meeting, in each case on the Latest Practicable Date; and

l the Special Resolution at the General Meeting in respect of 360,990,223 TalkTalk Shares, representing approximately 31.49 per cent. of the issued ordinary share capital of TalkTalk on the Latest Practicable Date.

Further details of these irrevocable undertakings (including those from the TalkTalk Directors and the circumstances when such undertakings cease to be binding) are set out in paragraph 8 of Part IX (Additional Information) of this document.

9. Next Steps Your attention is drawn to pages 8 to 12, paragraphs 22 and 23 of Part II (Explanatory Statement) and Part V (Notes on making an election for the Alternative Offer) of this document, which explain the actions you should take in relation to the Acquisition, the Scheme and the Alternative Offer.

Your attention is also drawn to paragraph 19 headed “Taxation” in Part II (Explanatory Statement) of this document. If you are in any doubt about your tax position, you should consult an appropriately qualified independent professional adviser immediately.

10. Further information Your attention is drawn to the Explanatory Statement from the Joint Financial Advisers set out in Part II (Explanatory Statement) of this document, which gives further details about the Acquisition and to the terms of the Scheme which are set out in full in Part VII (The Scheme of Arrangement) of this document. Please note that the information contained in this letter is not a substitute for reading the remainder of this document.

TalkTalk Shareholders and persons with information rights should note that the Offeror may request details of addresses, electronic addresses and other information provided to TalkTalk for the receipt of documents, announcements and other information in hard copy form or electronic form (as the case may be).

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11. Recommendation

The Independent TalkTalk Directors, who have been so advised by Barclays and Deutsche Bank as to the financial terms of the Cash Offer, each consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the Independent TalkTalk Directors, Barclays and Deutsche Bank have each taken into account the commercial assessments of the TalkTalk Directors, including the Independent TalkTalk Directors. Barclays and Deutsche Bank are each providing independent financial advice to the Independent TalkTalk Directors for the purposes of Rule 3 of the Code.

Accordingly, the Independent TalkTalk Directors recommend unanimously that the Scheme Shareholders who are entitled to vote at the Court Meeting vote (or procure the vote) in favour of the Scheme at the Court Meeting and TalkTalk Shareholders entitled to vote at the General Meeting vote (or procure the vote) in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the Independent TalkTalk Directors who are interested in TalkTalk Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 707,200 TalkTalk Shares representing, in aggregate, approximately 0.062 per cent. of the issued ordinary share capital of TalkTalk on the Latest Practicable Date.

The Non-independent TalkTalk Directors have not participated in the decision to make the recommendation referred to above as, save for Kate Ferry, they have either irrevocably undertaken to elect for the Alternative Offer in respect of all of their holdings of TalkTalk Shares and/or are expected to be appointed to the board of directors of the Offeror following the Scheme becoming Effective.

The Independent TalkTalk Directors, Barclays and Deutsche Bank have considered the disadvantages and advantages outlined at paragraph 7 of this Part I (Letter from the Independent Committee of TalkTalk) in relation to the Alternative Offer.

Barclays and Deutsche Bank are unable to advise the Independent TalkTalk Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact the disadvantages and advantages of the Alternative Offer may have to individual Scheme Shareholders.

Accordingly, the Independent TalkTalk Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Scheme Shareholders as to whether or not they should elect for the Alternative Offer. Scheme Shareholders are encouraged to take into account the disadvantages and advantages highlighted in paragraph 7 of this Part I (Letter from the Independent Committee of TalkTalk), as well as their individual circumstances, when deciding whether or not to elect for the Alternative Offer in respect of all or part of their holding of Scheme Shares.

Scheme Shareholders should ascertain whether acquiring or holding Consideration Shares is affected by the laws of the relevant jurisdiction in which they reside in addition to considering whether Consideration Shares are a suitable investment in light of their own personal circumstances. Scheme Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer (whether in respect of part of their holding of Scheme Shares or otherwise). Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and consideration of this document including, but not limited to, the risk factors and other investment considerations relating to the Consideration Shares set out in paragraph 8 of Part IV (The Alternative Offer and the Offeror Group) of this document.

Yours sincerely,

Ian West

Senior Independent Director

for and on behalf of the Independent Committee of TalkTalk Telecom Group PLC

25.2 25.4(a)(v)

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PART II

EXPLANATORY STATEMENT (Explanatory statement in compliance with the provisions of section 897 of the Companies Act)

Barclays Bank plc, acting through its Investment Bank Deutsche Bank AG, London Branch 5 The North Colonnade Winchester House London One Great Winchester Street E14 4BB London EC2N 2DB

5 February 2021

To TalkTalk Shareholders and, for information only, to holders of options or awards under the TalkTalk Share Plans and persons with information rights

Dear TalkTalk Shareholder,

Recommended acquisition of TalkTalk Telecom Group PLC by Tosca IOM Limited

1. Introduction On 8 October 2020, the TalkTalk Board announced that it had received a preliminary and non-binding proposal from Toscafund on behalf of funds advised by it regarding a possible offer being made for TalkTalk. On 17 December 2020, it was announced that the Offeror Board and the Independent TalkTalk Directors had reached agreement on the terms of a recommended acquisition by the Offeror of the entire issued and to be issued ordinary share capital of TalkTalk to be effected by means of a Court-sanctioned scheme of arrangement between TalkTalk and its shareholders pursuant to the provisions of Part 26 of the Companies Act.

Your attention is drawn to the letter from the Independent Committee of TalkTalk set out in Part I (Letter of Recommendation from the Independent Committee of TalkTalk) of this document, which forms part of this Explanatory Statement. That letter explains, amongst other things, why the Independent TalkTalk Directors, who have been so advised by the Joint Financial Advisers as to the financial terms of the Cash Offer, each consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the Independent TalkTalk Directors, Barclays and Deutsche Bank have each taken into account the commercial assessments of the TalkTalk Directors, including the Independent TalkTalk Directors. Barclays and Deutsche Bank are each providing independent financial advice to the Independent TalkTalk Directors for the purposes of Rule 3 of the Code.

The letter further sets out why the Independent TalkTalk Directors unanimously recommend that Scheme Shareholders who are entitled to vote at the Court Meeting vote (or procure the vote) in favour of the Scheme at the Court Meeting and TalkTalk Shareholders entitled to vote at the General Meeting vote (or procure the vote) in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the Independent TalkTalk Directors who are interested in TalkTalk Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 707,200 TalkTalk Shares representing, in aggregate, approximately 0.062 per cent. of the issued ordinary share capital of TalkTalk on the Latest Practicable Date, as more fully described in paragraph 8 of Part IX (Additional Information) of this document.

The Independent TalkTalk Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Scheme Shareholders as to whether or not they should elect for the Alternative Offer. Scheme Shareholders are encouraged to take into account the disadvantages and advantages highlighted in this document, as well as their individual circumstances and the risk factors and other

23


investment considerations relating to the Consideration Shares set out at paragraph 8 of Part IV (The Alternative Offer and the Offeror Group) of this document, when deciding whether or not to elect for the Alternative Offer in respect of all or part of their holding of Scheme Shares.

The Independent TalkTalk Directors have been advised by the Joint Financial Advisers in connection with the Acquisition and the Scheme. The Joint Financial Advisers have been authorised by the Independent TalkTalk Directors to write to you to set out the terms of the Acquisition and the Scheme and to provide you with other relevant information.

Statements made or referred to in this Explanatory Statement which refer to the reasons for the Acquisition, information concerning the business of the Offeror Group and intentions and expectations regarding the Offeror Group and the Enlarged Group, reflect the views of the Offeror Directors. Statements made or referred to in this Explanatory Statement which refer to the background to, and reasons for recommending, the Cash Offer, reflect the views of the Independent TalkTalk Directors and the information concerning the business of the TalkTalk Group and intentions and expectations regarding the TalkTalk Group (other than the future plans for the business described in paragraph 12 of this Part II (Explanatory Statement)) reflect the views of the TalkTalk Directors.

The terms of the Scheme are set out in full in Part VII (The Scheme of Arrangement) of this document. Your attention is also drawn to the further information contained in this document which forms part of this Explanatory Statement.

The Scheme is conditional upon the Conditions set out in Part III (Conditions to the implementation of the Acquisition) of this document being satisfied or (if capable of waiver) waived.

TalkTalk Shareholders should read the whole of this document before deciding whether or not to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

2. The Acquisition The Acquisition will be implemented by way of the Scheme, the full details of which are set out in Part VII (The Scheme of Arrangement) of this document.

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Part III (Conditions to the implementation of the Acquisition) of this document, Scheme Shareholders will be entitled to receive:

for each Scheme Share 97 pence in cash (the “Cash Offer”)

Based on the Offer Price, the terms of the Cash Offer value the entire issued ordinary share capital of TalkTalk at approximately £1,112 million.

The Offer Price represents a premium of approximately:

l 16.4 per cent. to the Closing Price of 83.3 pence for each TalkTalk Share on 7 October 2020 (being the last Business Day before the commencement of the Offer Period);

l 25.8 per cent. to the volume-weighted average price of 77.1 pence for each TalkTalk Share for the three month period ended 7 October 2020; and

l 17.3 per cent. to the volume-weighted average price of 82.7 pence for each TalkTalk Share for the six month period ended 7 October 2020.

As an alternative to the Cash Offer, Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect to receive one unlisted ordinary share in the capital of the Offeror (a “Consideration Share”) for each Scheme Share held (the “Alternative Offer”) subject to the terms and conditions of the Alternative Offer detailed in Parts IV (The Alternative Offer and the Offeror Group) and V (Notes on making an election for the Alternative Offer) of this document.

The Acquisition is subject to the Conditions and certain further terms set out in Part III (Conditions to the implementation of the Acquisition) of this document including, among other things: (i) the approval of Scheme

24.3(d)(v)

24.3(d)(v)

24


Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting; (ii) the sanction of the Scheme by the Court; and (iii) the Scheme becoming Effective no later than the Long Stop Date.

If any dividend or other distribution is announced, declared, made payable or paid in respect of the TalkTalk Shares on or after the date of this document and prior to the Effective Date, the Offeror reserves the right to reduce the consideration payable in respect of each TalkTalk Share under the terms of the Acquisition by the amount of all or part of any such dividend or other distribution. If the Offeror exercises this right or makes such a reduction in respect of a dividend or other distribution, TalkTalk Shareholders will be entitled to receive and retain that dividend or other distribution.

The Scheme Shares will be acquired by the Offeror fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this document or thereafter attaching thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this document, other than any dividend or distribution in respect of which the Offeror exercises its right under the terms of the Acquisition to reduce the consideration payable in respect of each TalkTalk Share.

The Scheme requires Scheme Shareholders who are entitled to vote at the Court Meeting to vote in favour of the Scheme at the Court Meeting to be held at 10.00 a.m. and TalkTalk Shareholders who are entitled to vote at the General Meeting to vote in favour of the Special Resolution to be proposed at the General Meeting to be held at 10.15 a.m., both such Meetings to be held on 1 March 2021 at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP. Further details of the Meetings are set out in sub-paragraph 17.2 below.

In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders eligible to vote, representing at least 75 per cent. of the voting rights of Scheme Shareholders eligible to vote, in each case present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of such meeting. In order for the Special Resolution to be passed, 75 per cent. or more of the votes cast at the General Meeting, whether in person or by proxy, must be in favour of the Special Resolution.

Following the Meetings, it is expected that the Court Hearing will take place on 10 March 2021. The Effective Date is expected to be 12 March 2021.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme and/or the Special Resolution, at the Court Meeting and/or the General Meeting.

Upon the Scheme becoming Effective, TalkTalk will become a wholly owned subsidiary of the Offeror.

Cheques in respect of the Cash Consideration will be sent to Scheme Shareholders at their own risk (or the Cash Consideration will be settled through CREST, as the case may be) no later than 14 days after the Scheme becoming Effective. Definitive certificates for Consideration Shares will be despatched to Scheme Shareholders who have elected for the Alternative Offer (whether in respect of all or part of their shareholding) no later than 14 days after the Effective Date.

3. The Alternative Offer Under the Alternative Offer, Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect to receive Consideration Shares in lieu of Cash Consideration in respect of all or part of their Scheme Shares. One Consideration Share will be issued for each Scheme Share in respect of which a Scheme Shareholder validly elects to take up the Alternative Offer.

Further details of the Alternative Offer are set out in Parts IV (The Alternative Offer and the Offeror Group) and V (Notes on making an election for the Alternative Offer) of this document.

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The Alternative Offer will not affect the entitlements of those Scheme Shareholders who do not make elections under the Alternative Offer, each of whom will receive Cash Consideration in respect of their entire holding of TalkTalk Shares in accordance with the terms of the Scheme.

4. Irrevocable undertakings Each of the Independent TalkTalk Directors who is interested in TalkTalk Shares has irrevocably undertaken to vote (or procure the vote) in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of their entire beneficial holding of Scheme Shares but has not irrevocably undertaken to elect for the Alternative Offer.

In addition to the irrevocable undertakings received from the Independent TalkTalk Directors referred to above, the Offeror has received irrevocable undertakings from Sir Charles Dunstone, Roger Taylor, Tristia Harrison, John Gildersleeve and Timothy Morris (the “Rollover Management Shareholders”) to: (a) be bound by the terms of the Scheme and to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer); and (b) elect for the Alternative Offer (subject to the terms and conditions of the Alternative Offer set out in Parts IV (The Alternative Offer and the Offeror Group) and V (Notes on making an election for the Alternative Offer) of this document), in each case in respect of their entire beneficial holding of Scheme Shares. In aggregate, this represents 360,283,023 TalkTalk Shares, being all of the TalkTalk Shares currently beneficially held by such individuals, and approximately 44.60 per cent. of the TalkTalk Shares eligible to vote at the Court Meeting as at the Latest Practicable Date.

On behalf of the Tosca Investors, Toscafund has irrevocably undertaken to be bound by the terms of the Scheme and to elect for the Alternative Offer in respect of part of the holdings of Scheme Shares to which the Tosca Investors are beneficially entitled (subject to the terms and conditions of the Alternative Offer set out in Parts IV (The Alternative Offer and the Offeror Group) and V (Notes on making an election for the Alternative Offer) of this document).

In aggregate, the Offeror has received irrevocable undertakings to vote in favour of:

l the Scheme at the Court Meeting in respect of 360,990,223 TalkTalk Shares, representing approximately 31.49 per cent. of the issued ordinary share capital of TalkTalk and approximately 44.68 per cent. of the Scheme Shares eligible to vote at the Court Meeting, in each case on the Latest Practicable Date; and

l the Special Resolution at the General Meeting in respect of 360,990,223 TalkTalk Shares, representing approximately 31.49 per cent. of the issued ordinary share capital of TalkTalk on the Latest Practicable Date.

The irrevocable undertakings received from the Independent TalkTalk Directors who are interested in TalkTalk Shares and the Rollover Management Shareholders will lapse and cease to be binding if, inter alia, a competing offer from a third party for the entire issued and to be issued share capital of TalkTalk is announced, pursuant to Rule 2.7 of the Code, at a price per TalkTalk Share which is (or is equivalent to) at least 115 pence per TalkTalk Share.

Further details of the irrevocable undertakings received by the Offeror (including the circumstances when such undertakings cease to be binding) are set out in paragraph 8 of Part IX (Additional Information) of this document.

5. Information relating to TalkTalk TalkTalk is the UK’s leading value-for-money connectivity provider, supplying landline, broadband, TV and mobile services to over four million customers. TalkTalk’s fixed-line unbundled network currently covers approximately 96 per cent. of UK homes. The only comparable fixed-line unbundled network is operated by Sky and covers over 90 per cent. of UK homes. The network provides services to consumers through the TalkTalk brand, to businesses through TalkTalk Business and by wholesaling to resellers. Since entering the market in the early 2000s, TalkTalk has a proud history as an innovative challenger brand, and is committed to providing simple, affordable, reliable and fair connectivity to everyone.

24.3(e)

26


On 21 July 2020, TalkTalk announced a trading update for the three months ended 30 June 2020 (the “Q1-21 Update”). The Q1-21 Update included the following statement on the outlook (the “Outlook Statement”) for the TalkTalk Group for the financial year ending 31 March 2021:

“As the UK’s internet usage continues to soar, our role as the UK’s only scale affordable provider of Fibre broadband has become even more important. Given this, we see a positive outlook to H1 and are confident in our full year plan to deliver stable to growing Headline EBITDA with strong cash conversion.”

On 17 December 2020, TalkTalk announced the preliminary results of the TalkTalk Group for the six months ended 30 September 2020 (the “H1-21 Results”). The H1-21 Results included the following statement on the outlook for the TalkTalk Group for the financial year ending 31 March 2021:

“As highlighted in this announcement, COVID-19 has had some impact on the TalkTalk Group. Given the ongoing uncertainty created by COVID-19, we will be withdrawing the current full year EBITDA guidance and we will not be providing updated formal guidance.”

The Outlook Statement was originally published before the start of the Offer Period in relation to the Acquisition and, therefore, under Note 2(a) to Rule 28.1 of the City Code the requirements of Rule 28.1(c)(ii) apply in relation to the Outlook Statement. On 11 January 2021, the accounting reference date of TalkTalk was shortened to 28 February 2021.

Accordingly, the TalkTalk Directors confirm that the Outlook Statement of “stable to growing Headline EBITDA” for the current financial year ending 28 February 2021, is no longer valid due to the ongoing uncertainty created by COVID-19.

6. Information relating to the Offeror Group Your attention is drawn to paragraph 2 of Part IV (The Alternative Offer and the Offeror Group) of this document, which sets out certain information relating to the Offeror Group.

7. Information relating to Toscafund, Penta, the Tosca Investors and the New Tosca Penta Funds Your attention is drawn to paragraph 4 of Part IV (The Alternative Offer and the Offeror Group) of this document, which sets out certain information relating to Toscafund, Penta, the Tosca Investors and the New Tosca Penta Funds.

8. Current trading and prospects of the Offeror and the Enlarged Group Your attention is drawn to paragraph 5 of Part IV (The Alternative Offer and the Offeror Group) of this document, which sets out information relating to the current trading and prospects of the Offeror and the Enlarged Group.

9. Current trading and prospects of TalkTalk TalkTalk released its interim results for the six months ended 30 September 2020 on 17 December 2020. Since 30 September 2020, TalkTalk has continued to trade well and generally in line with management’s expectations. In particular, there has been no material impact from the second or the third COVID-19 related national lockdowns in the UK introduced in November 2020 and January 2021, respectively. The TalkTalk Directors continue to monitor the impacts of the latest national lockdown, but so far TalkTalk’s key performance measures generally remain at pre-lockdown levels.

10. Background to and reasons for the Acquisition Your attention is drawn to paragraph 3 of Part I (Letter of Recommendation from the Independent Committee of TalkTalk) of this document, which sets out the background to and reasons for the Acquisition.

24.2(a) 24.2(b) 24.2(a)(ii) 24.2(c)

24.2(a) 24.2(b)

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11. Background and reasons for the Independent TalkTalk Directors’ recommendation of the Cash Offer

Your attention is drawn to paragraph 4 of Part I (Letter of Recommendation from the Independent Committee of TalkTalk) of this document, which sets out the background to and reasons for the Independent TalkTalk Directors’ recommendation of the Cash Offer.

12. Strategic plans and intentions with regard to the business, employees and pension schemes of the TalkTalk Group

Strategic plans and business and employees of the TalkTalk Group

The Offeror attaches great importance to the skills and experience of the existing management and employees of TalkTalk and believes that they will be a key factor in maximising the success of TalkTalk following the Scheme becoming Effective. The Offeror does not envisage making any significant changes in relation to the continued employment of the TalkTalk Group’s employees and management, including the conditions of such employment, save that the Independent TalkTalk Directors have confirmed that they will step down upon the Scheme becoming Effective (or, in the event that the Acquisition is implemented by way of a Takeover Offer, upon or shortly following the Takeover Offer becoming or being declared wholly unconditional) and that a limited number of ancillary PLC-related functions are expected to be discontinued upon TalkTalk ceasing to operate as a publicly listed company. The Offeror confirms that it has no intentions for any individual’s employment to be adversely impacted by this change. In the event that any individuals do need to be redeployed following TalkTalk ceasing to be a publicly listed company, the Offeror confirms they will be treated in a manner consistent with the TalkTalk Group’s policies and practices.

Save as set out above in respect of a limited number of PLC-related functions, the Offeror does not expect any material change in the balance of skills and functions of employees and management of TalkTalk.

Management incentivisation arrangements

No proposals have been made on the terms of any incentive arrangements for relevant managers or the continuing TalkTalk Directors and no discussions in respect of the terms of these arrangements will take place during the Offer Period.

Existing rights and pension schemes

The Offeror confirms that, following the Scheme becoming Effective, the existing contractual and statutory employment rights, including in relation to pensions, of all TalkTalk employees and management will be fully safeguarded in accordance with applicable law. The Offeror does not intend to make any material changes to the conditions of employment.

TalkTalk makes available to certain employees a defined contribution pension scheme and auto enrolment scheme in accordance with its legal obligations, but does not itself offer any group defined benefit pension scheme. The Offeror does not intend to make any changes to the current employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members.

Research and development functions

The Offeror has no intention of changing TalkTalk’s research and development functions.

Headquarters, fixed assets and places of business

The Offeror has no intention to redeploy the headquarters or fixed assets of TalkTalk. Further, the Offeror has no intention of altering the location of the TalkTalk Group’s places of business (including the location of TalkTalk’s headquarters and headquarter functions).

Listing and trading facilities

TalkTalk Shares are currently listed on the premium listing segment of the Official List and admitted to trading on the main market for listed securities of the London Stock Exchange. As set out in paragraph 21 of this Part II (Explanatory Statement), an application will be made to each of the London Stock Exchange and the FCA to cancel trading in TalkTalk Shares on the London Stock Exchange’s main market and to remove the

16.2(a)

28


listing of the TalkTalk Shares from the Official List respectively with effect from or shortly after the Effective Date.

The Independent TalkTalk Directors have given due consideration to the Offeror’s stated intentions and assurances noted above in deciding to recommend the Acquisition.

No statements in this paragraph 12 are “post-offer undertakings” for the purposes of Rule 19.5 of the Code.

13. TalkTalk Directors and the effect of the Scheme on their interests Details of the interests of the TalkTalk Directors in the share capital of TalkTalk are set out in sub-paragraph 6.1 of Part IX (Additional Information) of this document. The TalkTalk Shares held by the TalkTalk Directors at the Scheme Record Time will be subject to the Scheme.

As set out in paragraph 4 of this Part II (Explanatory Statement), each of the Independent TalkTalk Directors who is interested in TalkTalk Shares has irrevocably undertaken to vote (or procure the vote) in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of his entire beneficial holding of Scheme Shares but has not irrevocably undertaken to elect for the Alternative Offer.

In addition to the irrevocable undertakings received from the Independent TalkTalk Directors referred to above, and as set out in paragraph 4 of this Part II (Explanatory Statement), the Offeror has received irrevocable undertakings from the Rollover Management Shareholders to: (a) be bound by the terms of the Scheme and to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer); and (b) elect for the Alternative Offer (subject to the terms and conditions of the Alternative Offer set out in Parts IV (The Alternative Offer and the Offeror Group) and V (Notes on making an election under the Alternative Offer) of this document), in each case in respect of their entire beneficial holding of Scheme Shares.

Each of the Independent Talk Directors has agreed to resign from the TalkTalk Board with effect from the Scheme becoming Effective. In addition, each of Roger Taylor, Paul Reynolds and John Gildersleeve has agreed to resign from the TalkTalk Board with effect from the Scheme becoming Effective and will be appointed to the Offeror Board.

Save as set out in this document, the effect of the Scheme on the interests of the TalkTalk Directors does not differ from its effect on the like interests of any other person.

In common with other employees who hold options and awards granted pursuant to the TalkTalk Share Plans, appropriate proposals will also be made to the TalkTalk Directors in respect of their options and awards granted under the TalkTalk Share Plans.

Details of the service contracts (including the termination provisions and payments) or letters of appointment of the TalkTalk Directors are set out in paragraph 11 of Part IX (Additional Information) of this document.

14. TalkTalk Share Plans The Scheme will extend to any TalkTalk Shares unconditionally transferred before the Scheme Record Time to satisfy the exercise of options or awards granted under the TalkTalk Share Plans.

Appropriate proposals are being made to participants in the TalkTalk Share Plans in accordance with Rule 15 of the Code. The proposals will explain the effect of the Acquisition on the participants’ options or awards and the actions they may take in respect of their options or awards.

The Scheme will not extend to TalkTalk Shares issued after the Scheme Record Time. However, it is proposed to amend TalkTalk’s articles of association at the General Meeting to provide that, following completion of the Acquisition, any TalkTalk Shares issued to any person other than the Offeror or its nominees after the Scheme Record Time (including in satisfaction of the exercise of an option or award under the

25.4(a)(v)

15(b)

R 25.9, 19.5

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TalkTalk Share Plans) will be automatically transferred to the Offeror in consideration for the payment by the Offeror to such person of an amount equal to 97 pence for each TalkTalk Share so transferred.

15. Financing of the Acquisition Based on the irrevocable undertakings to elect for the Alternative Offer received by the Offeror, it is estimated that if the Scheme becomes Effective the Offeror would be required to pay a maximum of approximately £497 million in cash.

Up to £527 million of debt is to be provided to Finco under the PIK Facility Agreement and, subject to the reduction in the PIK Facility Agreement described below, the amounts drawn by Finco will be loaned to the Offeror in order to fund the cash consideration payable by the Offeror pursuant to the Acquisition.

Penta has established the Tosca Penta LP Fund and Penta anticipates that shortly before the time at which the Scheme becomes Effective, the Tosca Penta LP Fund will subscribe for 51,546,392 new Offeror Ordinary Shares pursuant to the terms of the Subscription Agreement. The £50 million subscription will reduce the amount to be borrowed under the PIK Facility Agreement by an equivalent amount.

Panmure Gordon, in its capacity as financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to enable it to satisfy in full the cash consideration payable to TalkTalk Shareholders under the terms of the Acquisition.

Further details in respect of the financing of the Acquisition are set out at paragraph 3 of Part IV (The Alternative Offer and the Offeror Group) of this document.

16. Permitted Acquisition-related arrangements Confidentiality Agreements

On 18 August 2020, Penta and TalkTalk entered into a confidentiality agreement (the “Penta Confidentiality Agreement”) (as amended on 9 November 2020) pursuant to which Penta has undertaken to keep confidential information relating to TalkTalk and not to disclose such information to third parties (other than permitted recipients (including Toscafund)) unless required by applicable law or regulation.

On 9 November 2020, Toscafund and TalkTalk entered into a confidentiality agreement on terms substantially similar to those set out in the Penta Confidentiality Agreement.

Further details of the terms of these confidentiality agreements are set out in paragraph 12 of Part IX (Additional Information) of this document.

Co-operation Agreement

On 17 December 2020, the Offeror and TalkTalk entered into a co-operation agreement (the “Co-operation Agreement”) pursuant to which the Offeror and TalkTalk have each agreed, amongst other matters, to co-operate in relation to obtaining, and making filings in respect of, any consents, clearances, permissions, waivers and/or approvals as may be necessary from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition.

Further details of the terms of the Co-operation Agreement are set out in paragraph 12 of Part IX (Additional Information) of this document.

17. The Scheme 17.1 Introduction

The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement between TalkTalk and Scheme Shareholders under Part 26 of the Companies Act, details of which are set out in full in Part VII (The Scheme of Arrangement) of this document (although the Offeror reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel). The Scheme is an arrangement between TalkTalk and the Scheme Shareholders and is subject to the sanction of the Court.

21.2 24.3(d)(xvi)

24.3(f)

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The purpose of the Scheme is to provide for the Offeror to become the holder of the entire issued and to be issued ordinary share capital of TalkTalk, in consideration for which Scheme Shareholders will receive Cash Consideration or, if a Scheme Shareholder makes an election under the Alternative Offer, Consideration Shares on the basis set out at paragraph 2 of this Part II (Explanatory Statement). This involves, among other things, an application by TalkTalk to the Court to sanction the Scheme.

As a result of Toscafund’s connection with the Offeror, the Scheme Shares beneficially held by the Tosca Investors are not able to be voted at the Court Meeting. Such Scheme Shares are, however, subject to the Scheme and Toscafund, on behalf of the Tosca Investors, has irrevocably undertaken to be bound by its terms.

To become Effective, the Scheme requires, amongst other things, the approval of a majority in number of those Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of all Scheme Shares voted by such Scheme Shareholders and the passing of the Special Resolution to implement the Scheme at the General Meeting. The Scheme also requires the sanction of the Court as well as the satisfaction (or waiver (if capable of waiver)) of the other Conditions set out in Part III (Conditions to the implementation of the Acquisition) of this document. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme and/or the Special Resolution, at the Court Meeting and/or the General Meeting.

Upon the Scheme becoming Effective share certificates in respect of Scheme Shares will cease to be of value and should be destroyed and entitlements to Scheme Shares held within the CREST system will be cancelled.

The Cash Consideration payable under the Scheme will be despatched to Scheme Shareholders who have not elected for the Alternative Offer, or who have elected for the Alternative Offer in respect of part of their holding of Scheme Shares only, no later than 14 days after the Effective Date and share certificates in respect of the relevant number of Consideration Shares will be despatched to Scheme Shareholders who have elected, in whole or in part, for the Alternative Offer no later than 14 days after the Effective Date.

The Scheme is governed by English law and is subject to the jurisdiction of the Court. The Scheme is also subject to the applicable requirements of the Code, the Panel, the FCA and the London Stock Exchange.

There are no agreements or arrangements to which the Offeror is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition of the Acquisition.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF SCHEME SHAREHOLDER OPINION. AS DETAILED BELOW, IN LIGHT OF THE COVID-19 PANDEMIC WITHIN THE UNITED KINGDOM, TALKTALK SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETINGS IN PERSON. TALKTALK SHAREHOLDERS ARE STRONGLY ENCOURAGED TO APPOINT THE CHAIRMAN OF THE RELEVANT MEETING AS THEIR PROXY BY COMPLETING, SIGNING AND RETURNING THEIR FORMS OF PROXY OR APPOINTING THE CHAIRMAN AS PROXY ELECTRONICALLY OR THROUGH CREST AS SOON AS POSSIBLE (AND IN ANY EVENT BEFORE THE RELEVANT DEADLINE). THE CHAIRMAN OF THE RELEVANT MEETING WILL VOTE IN ACCORDANCE WITH THE VOTING INSTRUCTIONS OF THE APPOINTING TALKTALK SHAREHOLDER. THE COMPLETION AND RETURN OF THE FORMS OF PROXY BY POST (OR TRANSMISSION OF A PROXY APPOINTMENT OR VOTING INSTRUCTION ELECTRONICALLY OR THROUGH CREST OR BY ANY OTHER PROCEDURE DESCRIBED IN THIS DOCUMENT) WILL NOT PREVENT YOU FROM REMOTELY ATTENDING, SUBMITTING WRITTEN QUESTIONS AND/OR ANY OBJECTIONS (IN THE CASE OF THE COURT MEETING) AND VOTING AT THE COURT MEETING OR THE GENERAL MEETING, IN EACH CASE VIA THE VIRTUAL MEETING PLATFORM AS DESCRIBED ON PAGE 2 OF THIS DOCUMENT AND IN THE VIRTUAL MEETING GUIDE, IF YOU ARE ENTITLED TO AND WISH TO DO SO.

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It is expected that the Scheme will become Effective on 12 March 2021.

The last day of dealings in, and for registration of transfers of, TalkTalk Shares will be the Business Day following the Court Hearing, with the exception of TalkTalk Shares issued to participants of the TalkTalk Share Plans who exercise any options following the Effective Date (pursuant to the terms of the relevant TalkTalk Share Plan). Please refer to the expected timetable of principal events set out on page 14 of this document for further details.

Prior to the Scheme becoming Effective, applications will be made to the FCA for the listing of TalkTalk Shares to be cancelled and to the London Stock Exchange to cancel the trading in TalkTalk Shares on the London Stock Exchange’s main market for listed securities. It is expected that this will take effect on the Effective Date or shortly thereafter.

17.2 The Meetings

The Scheme is subject to the satisfaction (or waiver (if capable of waiver)) of the Conditions set out in Part III (Conditions to the implementation of the Acquisition) of this document. To become Effective, the Scheme will also require the approval of a resolution at the Court Meeting by Scheme Shareholders eligible to vote at the Court Meeting and the passing of the Special Resolution by TalkTalk Shareholders eligible to vote at the General Meeting.

Notices of the Court Meeting and the General Meeting are set out in Parts XI (Notice of Court Meeting) and XII (Notice of General Meeting) of this document respectively. All holders of TalkTalk Shares (other than, in respect of the Court Meeting, the holders of the TalkTalk Shares to which the Tosca Investors are beneficially entitled) whose names appear on the register of members of TalkTalk at the Voting Record Time or, if either the Court Meeting or the General Meeting is adjourned, on the register of members of TalkTalk at 6.30 p.m. on the date two days before the date set for the adjourned Meeting, shall be entitled to vote at the relevant Meeting in respect of the number of TalkTalk Shares registered in their name at the relevant time.

The Court Meeting

The Court Meeting, which has been convened for 10.00 a.m. on 1 March 2021, is being held at the direction of the Court to seek the approval of eligible Scheme Shareholders for the Scheme (with or without modification or addition).

At the Court Meeting, voting will be by way of poll and not on a show of hands and each Scheme Shareholder eligible to vote and present in person or by proxy will be entitled to one vote for each Scheme Share held. Scheme Shareholders have the right to raise any objections they may have to the Scheme at the Court Meeting. The Scheme must be approved by a majority in number of those Scheme Shareholders eligible to vote and present and voting at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of all Scheme Shares voted by such Scheme Shareholders. The result of the poll will be posted on TalkTalk’s website.

You will find the notice of the Court Meeting set out in Part XI (Notice of Court Meeting) of this document. Detailed instructions on the action to be taken in connection with the Court Meeting are set out in paragraph 22 of this Part II (Explanatory Statement). A summary of these instructions can be found on pages 8 to 12 of this document.

Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares at the Court Meeting. Scheme Shareholders are also entitled to appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a Scheme Shareholder must have more than one Scheme Share to be able to appoint more than one proxy). A space has been included in the blue Form of Proxy to allow Scheme Shareholders entitled to attend and vote at the Court Meeting to specify the number of Scheme Shares in relation to which that proxy is appointed. However, given the restrictions on attendance at the Court Meeting, you are strongly encouraged to appoint only the “Chair of the meeting” as your proxy, rather than appointing one or more named persons as they will not be permitted to attend the meeting.

Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding should complete a separate blue Form of Proxy for each proxy appointed. Such Scheme Shareholders should read the information regarding the appointment of multiple proxies set out on page 11 of this document

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and the related notes contained in the blue Form of Proxy. Further copies of the blue Form of Proxy may be obtained from Equiniti on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK) or photocopies of the blue Form of Proxy may be taken. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Acquisition nor give financial, tax, investment or legal advice.

The General Meeting

The General Meeting has been convened for 10.15 a.m. on 1 March 2021 (or as soon thereafter as the Court Meeting has been concluded or adjourned), to consider and, if thought fit, pass the Special Resolution (which requires votes in favour representing 75 per cent. or more of the votes cast at the General Meeting, whether in person or by proxy) to approve various provisions necessary to implement the Scheme, including:

l granting authority to the TalkTalk Directors to take all actions as they may consider necessary or appropriate to give effect to the Scheme;

l approving certain amendments to TalkTalk’s Articles as described below; and

l re-registering TalkTalk as a private limited company.

It is proposed that the TalkTalk Articles be amended so as to ensure that any TalkTalk Shares issued or transferred at or after the adoption of the amended TalkTalk Articles but on or before the Scheme Record Time will be subject to the terms of the Scheme and that any TalkTalk Shares issued or transferred after the Scheme Record Time, including TalkTalk Shares issued or transferred pursuant to the exercise of options or awards outstanding under the TalkTalk Share Plans, will automatically be transferred to, or purchased by, the Offeror for Cash Consideration on the same terms as the Acquisition. This amendment will avoid any person (other than the Offeror) holding shares in the capital of TalkTalk after the Effective Date.

Voting on the Special Resolution will be by way of poll and not on a show of hands and each TalkTalk Shareholder eligible to vote and present in person or by proxy will be entitled to one vote for each TalkTalk Share held. The result of the poll will be posted on TalkTalk’s website.

You will find the notice of the General Meeting set out in Part XII (Notice of General Meeting) of this document. The quorum for the General Meeting is two or more TalkTalk Shareholders present in person or by proxy and TalkTalk’s management will facilitate the presence of a quorum in person given the restrictions on attendance at the General Meeting highlighted below. Detailed instructions on the action to be taken in connection with the General Meeting are set out in paragraph 22 of this Part II (Explanatory Statement).

TalkTalk Shareholders are entitled to appoint a proxy in respect of some or all of their TalkTalk Shares at the General Meeting. TalkTalk Shareholders are also entitled to appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a TalkTalk Shareholder must have more than one TalkTalk Share to be able to appoint more than one proxy). A space has been included in the white Form of Proxy to allow TalkTalk Shareholders entitled to attend and vote at the General Meeting to specify the number of TalkTalk Shares in relation to which that proxy is appointed. However, given the restrictions on attendance at the General Meeting, you are strongly encouraged to appoint only the “Chair of the meeting” as your proxy, rather than appointing one or more named persons as they will not be permitted to attend the meeting.

TalkTalk Shareholders who wish to appoint more than one proxy in respect of their shareholding should complete a separate Form of Proxy for each proxy appointed. Such TalkTalk Shareholders should read the information regarding the appointment of multiple proxies set out on page 11 of this document and the related notes contained in the white Form of Proxy. Further copies of the white Form of Proxy may be obtained from Equiniti on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK) or photocopies of the white Form of Proxy may be taken. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls

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may be recorded and randomly monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Acquisition nor give financial, tax, investment or legal advice.

COVID-19 update The Company is closely monitoring the impact of the COVID-19 pandemic in the United Kingdom. In light of the current guidance issued by the UK government restricting social gatherings, which would prohibit TalkTalk Shareholders attending the Meetings if the guidance remains in place at the date of the Meetings, and the general uncertainty on what additional and/or alternative measures may be put in place by the UK government should the current guidance be amended by the date of the Meetings, the TalkTalk Board, with regret, requests that TalkTalk Shareholders do not attend the Meetings in person irrespective of whether the restrictions on social gatherings remain in place at the date of the Meetings. As an alternative, the TalkTalk Board has put in place measures to allow TalkTalk Shareholders to attend, submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. The TalkTalk Board also encourages TalkTalk Shareholders to vote on the resolutions being put to the Meetings by appointing the chairman of the relevant Meeting as a proxy and giving voting instructions in advance, either by submitting the accompanying Forms of Proxy via post or by appointing a proxy electronically or through CREST irrespective of whether the TalkTalk Shareholder intends to attend the Meetings electronically via the Virtual Meeting Platform. If any person other than the chairman of the relevant Meeting is appointed as a proxy or corporate representative they will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform.


Although access to the Meetings via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, the voting functionality will not be enabled until the chairman of the relevant Meeting declares the poll open. Scheme Shareholders and TalkTalk Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Independent TalkTalk Directors during the course of the relevant Meeting. Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting. The Chairman of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the Meeting, unless no response is required to be provided under the Companies Act or the provision of a response would, at the Chairman’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Meeting.


17.3 The Court Hearing

Under the Companies Act, the Scheme also requires the sanction of the Court.

The Court Hearing to sanction the Scheme is expected to be held on 10 March 2021 at 7 Rolls Buildings, Fetter Lane, London EC4A 1NL. Under the Companies Act, all TalkTalk Shareholders are entitled to attend the Court Hearing in person or through counsel or other suitably qualified persons to

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support or oppose the sanction of the Scheme. However, this right will be subject to the UK government instructions relating to COVID-19 at that time and any guidelines issued by the Court.

The Scheme will become effective in accordance with its terms on the delivery of a copy of the Court Order to the Registrar of Companies. The Effective Date is expected to be on or around 12 March 2021.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the General Meeting.

If the Scheme does not become Effective by 6.00 p.m. on 30 June 2021 or such later date (if any) as TalkTalk and the Offeror may agree or the Court may think fit to approve or impose, the Scheme will not become Effective and the Acquisition will not proceed.

17.4 Modifications to the Scheme

The Scheme contains a provision for TalkTalk and the Offeror jointly to consent, on behalf of all persons affected, to any modification of, or addition to, the Scheme or any condition in respect of the Scheme approved or imposed by the Court. The Court would be unlikely to approve any modification of, or addition to, the Scheme or to approve or impose a condition to the Scheme which might be material to the interests of the Scheme Shareholders unless Scheme Shareholders were informed of any such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in these circumstances. Similarly, if a modification, addition or condition is put forward which, in the opinion of the TalkTalk Directors, is of such a nature or importance that it requires the consent of Scheme Shareholders at a further meeting, the TalkTalk Directors will not take the necessary steps to enable the Scheme to become Effective unless and until such consent is obtained.

17.5 Alternative means of implementing the Acquisition

The Offeror has reserved the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, subject to obtaining the consent of the Panel.

In such event, the Acquisition will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments for an acquisition being made by way of a Takeover Offer, including (without limitation) the inclusion of an acceptance condition set at 90 per cent. of the TalkTalk Shares to which the Takeover Offer relates (or such lesser percentage as may be determined by the Offeror after consultation with the Panel (if necessary)), being in any case more than 50 per cent. of the issued share capital of TalkTalk, including, for this purpose, any TalkTalk Shares that are issued before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient TalkTalk Shares are otherwise acquired, it is the intention of the Offeror to apply the provisions of the Companies Act to compulsorily acquire any outstanding TalkTalk Shares to which the Takeover Offer relates.

17.6 Conditions to the Acquisition

The Scheme is subject to the Conditions and certain further terms set out in Part III (Conditions to the implementation of the Acquisition) of this document, and will become Effective only if, among other things, the following events occur on or before the Long Stop Date:

l the approval of the Scheme by a majority in number of Scheme Shareholders eligible to vote, representing at least 75 per cent. of the voting rights of the Scheme Shareholders eligible to vote, in each case present and voting, either in person or by proxy, at the Court Meeting;

l the Special Resolution being duly passed at the General Meeting;

l the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to TalkTalk and the Offeror); and

l all other Conditions to the Scheme being satisfied or (where applicable) waived.

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The Acquisition will lapse if:

l the Court Meeting and the General Meeting are not held by 23 March 2021 (or such later date as may be agreed between the Offeror and TalkTalk and, in the case of the Court Meeting, as the Court may allow);

l the Court Hearing is not held by 1 April 2021 (or such later date as may be agreed between the Offeror and TalkTalk and as the Court may allow); or

l the Scheme does not become Effective by the Long Stop Date.

18. Overseas Shareholders 18.1 General

The distribution of this document and the allotment and issue of Consideration Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by TalkTalk or the Offeror to obtain any approval, authorisation or exemption to permit the allotment or issue of the Consideration Shares or the possession or distribution of this document (or any other publicity material relating to the Consideration Shares) in any jurisdiction, other than in the United Kingdom.

The implications of the Scheme and the Acquisition (including the right to make an election under the Alternative Offer) for Overseas Shareholders may be affected by the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements of the jurisdiction applicable to them, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

This document has been prepared for the purposes of complying with English law, the Code, the Rules of the London Stock Exchange and the Part VI Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

All Scheme Shareholders who are Restricted Overseas Shareholders shall receive Cash Consideration and there shall be no issuance of Consideration Shares to such Scheme Shareholders.

If, in respect of any Overseas Shareholder, the Offeror is advised that:

l the provision to such Overseas Shareholder of the right to make an election under the Alternative Offer; or

l the allotment and issue to such Overseas Shareholder of Consideration Shares pursuant to the Scheme,

would or might infringe the laws of the relevant jurisdiction or would or might require the Offeror to obtain or observe any governmental or other consent or any registration, filing or other formality with which the Offeror is unable to comply, or compliance with which the Offeror regards as unduly onerous, then the Offeror may, in its sole discretion, require TalkTalk to treat such Scheme Shareholder as a Restricted Overseas Shareholder for the purposes of this Scheme and, as a result, any purported election under the Alternative Offer by such Scheme Shareholder shall be void and Consideration Shares will not be issued to such Scheme Shareholder who will instead receive Cash Consideration in accordance with the terms of the Acquisition.

18.2 US TalkTalk Shareholders

The Consideration Shares have not been registered, and it is expected that they will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Consideration Shares may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act.

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The Consideration Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. For the purpose of qualifying for this exemption, TalkTalk will advise the Court that its sanction of the Scheme will be relied upon by the Offeror as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to TalkTalk Shareholders at which hearing all such shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all TalkTalk Shareholders.

The Consideration Shares issued to TalkTalk Shareholders pursuant to the Scheme generally should not be treated as “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities in the Scheme (other than “affiliates” as described in the paragraph below) may resell them without restriction under the US Securities Act.

Under US federal securities laws, a TalkTalk Shareholder (whether or not a US person) who is an “affiliate” of TalkTalk or of the Offeror within 90 days prior to, or in the case of the Offeror only, at any time following, the Effective Date will be subject to certain US transfer restrictions relating to the Consideration Shares received in connection with the Scheme. The Consideration Shares held by affiliates may not be sold without registration under the US Securities Act, except pursuant to the applicable resale provisions of Rule 144 under the US Securities Act or another exemption from the registration requirements of the US Securities Act, including transactions conducted pursuant to Regulation S under the US Securities Act. Whether a person is an “affiliate” of a company for such purposes depends upon the circumstances but affiliates of a company can include certain officers, directors and significant shareholders. A person who believes that he or she may be an affiliate of TalkTalk or the Offeror should consult his or her own legal advisers prior to any sale of any Consideration Shares.

The Scheme will be subject to the disclosure requirements and practices applicable in the United Kingdom to acquisitions implemented by schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. However, if, in the future, the Offeror exercises the right to implement the Acquisition by way of a Takeover Offer, the Takeover Offer would be made in compliance with all applicable laws and regulations, including, without limitation, section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by TalkTalk Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. In the event that the Offeror exercises its right to implement the Acquisition by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to the Consideration Shares that would be issued in the Acquisition. Such Takeover Offer would be made by the Offeror and no one else. In addition to any such Takeover Offer, affiliates of the Offeror’s financial advisers, the Offeror, its affiliates, affiliates of TalkTalk’s financial advisers, may make certain purchases of, or arrangements to purchase, shares in TalkTalk outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases would be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and would be available on the London Stock Exchange website: www.londonstockexchange.com, or otherwise by press release.

US persons should note that the Scheme relates to the shares of an English company which are not registered under the US Exchange Act and is being implemented under English company law. Neither the tender offer rules nor the proxy solicitation rules under the US Exchange Act will apply to the Scheme. The financial information included in, or incorporated by reference into, this document has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and therefore may not be comparable to the financial information of US companies or companies whose financial statements have been prepared in accordance with US generally accepted accounting principles (“US GAAP”). US GAAP differs in certain significant respects from the accounting standards applicable in the United Kingdom. None of the financial information in, or incorporated by reference into, this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Accounting Standards Oversight Board (United States).

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TalkTalk is incorporated under the laws of England and Wales. All of its officers and directors are residents of countries other than the United States. The assets of TalkTalk are located outside the United States. As a result, it may not be possible to effect service of process within the United States upon TalkTalk or any of its respective officers and directors, or to enforce outside the United States judgments obtained in US courts against TalkTalk, the Offeror or any of their respective officers or directors, including, without limitation, judgments based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue TalkTalk or the Offeror or their respective officers and directors in a non-US court for violations of US securities laws. It may be difficult to compel TalkTalk, the Offeror and their respective affiliates to subject themselves to the jurisdiction and judgment of a US Court.

18.3 Other Overseas Shareholders

Unless otherwise determined by the Offeror or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

19. Taxation UK taxation

The following paragraphs, which are intended as a general guide only, are based on current UK tax law and HMRC practice in force at the date of this document, each of which is subject to change at any time, possibly with retrospective effect. They summarise certain limited aspects of the UK taxation consequences of the implementation of the Scheme and, unless otherwise indicated, relate only to the position of TalkTalk Shareholders who hold their TalkTalk Shares beneficially as an investment and who are resident in (and only in) the UK for taxation purposes at all relevant times. This paragraph 19 of this Part II (Explanatory Statement) does not address all possible tax consequences relating to the Acquisition and/or the receipt of Consideration Shares. The tax position of certain categories of TalkTalk Shareholders who are subject to special rules (such as dealers in securities, broker-dealers, insurance companies, collective investment schemes and persons who have acquired (or are deemed for tax purposes to have acquired) their TalkTalk Shares by reason of an office or employment) is not considered.

If you are in any doubt as to your taxation position, or if you are subject to taxation in any jurisdiction other than the UK, you should consult an appropriate professional adviser without delay. In particular, TalkTalk Shareholders should be aware that the tax legislation of any jurisdiction in which such TalkTalk Shareholder is resident or otherwise subject to taxation may have an impact on the tax consequences of the Acquisition or an election for the Alternative Offer (through which Consideration Shares will be acquired) including in respect of any income received from those securities.

UK taxation of chargeable gains Overview

The sale of TalkTalk Shares for cash by a TalkTalk Shareholder pursuant to the Acquisition will constitute a disposal of that shareholding. Such a disposal may give rise to a liability to UK taxation in respect of chargeable gains depending on the individual circumstances (including the availability of exemptions, reliefs and allowable losses) of each TalkTalk Shareholder and, in particular, each TalkTalk Shareholder’s base cost in their holding of TalkTalk Shares.

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Cash Consideration

TalkTalk Shareholders will generally be treated as having made a disposal of their TalkTalk Shares for the purposes of United Kingdom taxation of chargeable gains if they receive Cash Consideration.

Alternative Offer

If a TalkTalk Shareholder makes an election for the Alternative Offer, the UK “reorganisation of share capital” rules should apply and a disposal of the relevant TalkTalk Shares should not be considered to have arisen for UK capital gains tax purposes. In this instance, the Consideration Shares that the TalkTalk Shareholder acquires should be treated as the same asset, and have the same acquisition date and base cost for capital gains tax purposes, as the TalkTalk Shares that are disposed of in exchange for those TalkTalk Shares.

TalkTalk Shareholders are advised that clearance has been received from HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 confirming that section 137 of that Act will not apply to prevent the treatment of Consideration Shares as described in this section.

General

For individual TalkTalk Shareholders who are resident in the UK any such chargeable gain will be, subject to any available exemptions, reliefs or allowances, chargeable to capital gains tax. The rate of capital gains tax is 20 per cent. for higher and additional rate UK income tax payers and 10 per cent. for basic rate UK income tax payers. Where the gains of a basic rate taxpayer subject to capital gains tax exceed the unused part of their basic rate band, that excess will be subject to tax at the higher rate of 20 per cent. If certain conditions are satisfied and business asset disposal relief (BADR) (formerly entrepreneur’s relief) is available, then any qualifying gains will be taxed at 10 per cent. up to a lifetime limit on qualifying gains of £1 million.

The capital gains tax annual exemption for the 2020/21 tax year is £12,300, and may be available to UK resident individual TalkTalk Shareholders to offset against any chargeable gain arising on the disposal of the TalkTalk Shares held by any such TalkTalk Shareholder. No capital gains tax should be payable on any gain realised on the disposal if the amount of net chargeable gains realised by a TalkTalk Shareholder, when aggregated with other net gains realised by that TalkTalk Shareholder in the year of assessment (and after taking account of allowable losses) does not exceed the annual exemption amount set out above.

For TalkTalk Shareholders within the charge to UK corporation tax, a gain on the disposal of TalkTalk Shares by that TalkTalk Shareholder will form part of the TalkTalk Shareholder’s profits chargeable to corporation tax (the rate of which is currently 19 per cent.). Provided certain conditions are met, the Substantial Shareholding Exemption (SSE) may apply to exempt a corporate TalkTalk Shareholder from UK corporation tax on chargeable gains. Where SSE is not available to a corporate TalkTalk Shareholder in respect of the disposal of their TalkTalk Shares, indexation allowance may be available in respect of the period of ownership of TalkTalk Shares from the date of acquisition to 31 December 2017 to reduce any chargeable gain arising (but not to create or increase an allowable loss) on the disposal of TalkTalk Shares.

Under the transactions in securities rules in Chapter 1 of Part 13 of the Income Tax Act 2007 and Part 15 of the Corporation Tax Act 2010, HMRC can, in certain circumstances, counter income or corporation tax advantages received by a person who is a party to a transaction in securities by the issue of a counteraction notice. These rules do not apply to transactions carried out for genuine commercial reasons unless the main purpose, or one of the main purposes, of the transaction in securities is to obtain an income tax or corporation tax advantage. Clearance has not been obtained in this respect under section 701 of the Income Tax Act 2007 or section 748 of the Corporation Tax Act 2010.

Stamp Duty and Stamp Duty Reserve Tax (SDRT) TalkTalk Shareholders should not be required to pay UK stamp duty or stamp duty reserve tax as a result of a transfer of their TalkTalk Shares on the Acquisition.

20. Settlement

Subject to the Scheme becoming Effective and except with the consent of the Panel, settlement of the consideration to which any TalkTalk Shareholder is entitled under the Scheme will be effected in the manner set out below.

24.3(d)(v)

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20.1 Scheme Shares held in uncertificated form

Where at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated form:

l if the Scheme Shareholder validly elects to receive Consideration Shares under the Alternative Offer, the Consideration Shares to which the Scheme Shareholder is entitled will be issued in certificated form; and

l settlement of the Cash Consideration (if any) will be paid through CREST no later than 14 days after the Effective Date, in accordance with CREST payment arrangements.

As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

The Offeror reserves the right to pay any Cash Consideration referred to above to all or any Scheme Shareholders who hold Scheme Shares in uncertificated form at the Scheme Record Time in the manner referred to in sub-paragraph 20.2 below.

20.2 Scheme Shares held in certificated form

Where at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form:

l if the Scheme Shareholder validly elects to receive Consideration Shares under the Alternative Offer, the Consideration Shares to which the Scheme Shareholder is entitled will be issued in certificated form; and

l settlement of the Cash Consideration (if any), will be made in pounds sterling by cheque drawn on a branch of a clearing bank in the United Kingdom.

Settlement of any Cash Consideration due under the Scheme in respect of Scheme Shares held in certificated form will be sent:

l by first class post; or

l by such other method as may be approved by the Panel.

All such cash payments (whether in respect of Scheme Shares in uncertificated or certificated form) shall be made in pounds sterling. Payments made by cheque shall be payable to the holders of the Scheme Shares concerned. Cheques shall be despatched no later than 14 days after the Effective Date. All deliveries of cheques required to be made pursuant to the Scheme shall be effected the same day by first class post in pre-paid envelopes addressed to the persons entitled to thereto (or by such other method as may be approved by the Panel) at their respective addresses as appearing in the register of members of TalkTalk at the Scheme Record Time or, in the case of joint holders, at the address of the joint holder whose name stands first in such register in respect of such joint holding at such time (except, in either case, as otherwise directed in writing) and neither the Offeror, TalkTalk nor the Registrars shall be responsible for any loss or delay in the transmission or delivery of cheques sent in this way and such cheques shall be sent at the risk of the person entitled to them.

Definitive certificates for Consideration Shares will be despatched to the relevant Scheme Shareholders no later than 14 days after the Effective Date and will be despatched to such Scheme Shareholders by first-class post (or by such other method as may be approved by the Panel) to the address appearing in the register of members of TalkTalk at the Scheme Record Time or in the case of joint holders, to the holder whose name stands first in such register in respect of the holdings concerned (except, in either case, as otherwise directed in writing). Temporary documents of title will not be issued pending the despatch by post of the definitive certificates relating to the Consideration Shares.

On the Effective Date, each certificate representing a holding of TalkTalk Shares subject to the Scheme will be cancelled. Share certificates in respect of such shares will cease to be valid and every TalkTalk Shareholder will be bound at the request of TalkTalk to deliver up to TalkTalk, or to any person appointed by TalkTalk, the share certificate(s) for cancellation, or to destroy them.

In the case of any Scheme Shares which, as at the Scheme Record Time are in certificated form, the Offeror shall procure the despatch to the persons entitled thereto of cheques for the sums payable to them respectively, provided that if the amount payable to any Scheme Shareholder exceeds £1 million,

App 7, 10

App 7, 10

40


the Offeror reserves the rights in its sole discretion to make arrangements with such Scheme Shareholder to facilitate electronic payment of such amount in lieu of a cheque.

20.3 General

All documents and remittances sent through the post will be sent at the risk of the person(s) entitled to them.

Except with the consent of the Panel, settlement of the consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which the Offeror may otherwise be, or claim to be, entitled against such shareholder.

Mandates in force at the Scheme Record Time relating to the payment of dividends on TalkTalk Shares and other instructions given to TalkTalk by Scheme Shareholders in respect of their Scheme Shares will be deemed revoked as from the Effective Date.

21. Delisting and re-registration of TalkTalk as a private company Unless the Meetings are adjourned, the last day of dealings in, and for registration of transfers of, TalkTalk Shares (other than the registration of TalkTalk Shares released or transferred under the TalkTalk Share Plans after the Court Hearing and prior to the Scheme Record Time) will be the Business Day following the Court Hearing (which is expected to be 11 March 2021) and no transfers will be registered after 6.00 p.m. on that date. TalkTalk Shares will be temporarily suspended from the Official List and from trading on the London Stock Exchange’s main market for listed securities with effect from 7.30 a.m. on 12 March 2021.

As at the close of trading on the last day of dealings in TalkTalk Shares prior to the Effective Date (which is expected to be 11 March 2021), there may be unsettled, open trades for the sale and purchase of TalkTalk Shares within the CREST system. The TalkTalk Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other TalkTalk Share registered in the name of the relevant seller under that trade. Consequently, the seller will receive the appropriate Cash Consideration and/or Consideration Shares in accordance with the basic terms of the Acquisition and any Share Election made by the seller. Default cash will be subject to the transformation process.

No transfers of TalkTalk Shares will be registered after the last day of dealings in TalkTalk Shares prior to the Effective Date (other than the registration of TalkTalk Shares released or transferred under the TalkTalk Share Plans after the Court Hearing and prior to the Scheme Record Time) and no TalkTalk Shares will be issued after this date (other than the issue of TalkTalk Shares to participants of the TalkTalk Share Plans who exercise options following the Effective Date).

A request will be made to each of the London Stock Exchange and the FCA prior to the Effective Date to cancel the trading in TalkTalk Shares on the London Stock Exchange’s main market for listed securities and to remove the listing of the TalkTalk Shares from the Official List, in each case with effect from 8.00 a.m. on 15 March 2021 or shortly thereafter.

On the Effective Date, each certificate representing a holding of TalkTalk Shares subject to the Scheme will be cancelled. Share certificates in respect of TalkTalk Shares will cease to be valid and every TalkTalk Shareholder will be bound at the request of TalkTalk to deliver up to TalkTalk, or to any person appointed by TalkTalk, their share certificate(s) for cancellation, or to destroy them. As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

As part of the Acquisition it is intended that, immediately following the Scheme becoming Effective, TalkTalk will be re-registered as a private limited company under the relevant provisions of the Companies Act.

22. Action to be taken in respect of the Court and General Meeting The Company is closely monitoring the impact of the COVID-19 pandemic in the United Kingdom. In light of the current guidance issued by the UK government restricting social gatherings, which would prohibit TalkTalk Shareholders attending the Meetings if the guidance remains in place at the date of the Meetings, and the general uncertainty on what additional and/or alternative

41


measures may be put in place by the UK government should the current guidance be amended by the date of the Meetings, the TalkTalk Board, with regret, requests that TalkTalk Shareholders do not attend the Meetings in person irrespective of whether the restrictions on social gatherings remain in place at the date of the Meetings. As an alternative, the TalkTalk Board has put in place measures to allow TalkTalk Shareholders to attend, submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. The TalkTalk Board also encourages TalkTalk Shareholders to vote on the resolutions being put to the Meetings by appointing the chairman of the relevant Meeting as a proxy and giving voting instructions in advance, either by submitting the accompanying Forms of Proxy via post or by appointing a proxy electronically or through CREST irrespective of whether the TalkTalk Shareholder intends to attend the Meetings electronically via the Virtual Meeting Platform. If any person other than the chairman of the relevant Meeting is appointed as a proxy or corporate representative they will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform.


Although access to the Meetings via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, the voting functionality will not be enabled until the chairman of the relevant Meeting declares the poll open. Scheme Shareholders and TalkTalk Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Independent TalkTalk Directors during the course of the relevant Meeting. Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting. The Chairman of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the Meeting, unless no response is required to be provided under the Companies Act or the provision of a response would, at the Chairman’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Meeting.


You will find accompanying this document:

l a blue Form of Proxy for use in respect of the Court Meeting;

l a white Form of Proxy for use in respect of the General Meeting;

l a yellow Form of Election for use in respect of elections under the Alternative Offer which relate to TalkTalk Shares held in certificated form only;

l a reply-paid envelope for use in the United Kingdom only; and

l the Virtual Meeting Guide.

Sending Forms of Proxy by post

Please complete and sign both the accompanying blue and white Forms of Proxy in accordance with the instructions printed on them and return them to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, and in any event so as to be received by no later than the relevant time set out below:

BLUE Forms of Proxy for the Court Meeting 10.00 a.m. on 25 February 2021

WHITE Forms of Proxy for the General Meeting 10.15 a.m. on 25 February 2021

24.3(d)(vii)

42


If either Meeting is adjourned the relevant Form of Proxy should be received by Equiniti, not less than 48 hours prior to the time and date set for the adjourned meeting. This will enable your votes to be counted at the Meetings.

If either the blue Form of Proxy or the white Form of Proxy is not lodged by the relevant time, and in accordance with the instructions on the relevant Form of Proxy, such Form of Proxy will be invalid.

Submitting Forms of Proxy electronically

As an alternative to completing and returning the printed Forms of Proxy, eligible TalkTalk Shareholders may appoint a proxy or proxies electronically by logging on to the following website www.sharevote.co.uk and entering the voting ID, task ID and shareholder reference number shown on their Forms of Proxy. Alternatively, if you have already registered with Company’s registrars’ online portfolio service, Shareview, you can submit your Proxy Form at www.shareview.co.uk using your usual user ID and password. Full instructions are given on both websites. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti by no later than 10.00 a.m. on 25 February 2021 in the case of the Court Meeting and by no later than 10.15 a.m. on 25 February 2021 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

Full details of the procedure to be followed to appoint a proxy electronically are given on www.sharevote.co.uk. Should you appoint a proxy or proxies electronically and then post hard copy Form(s) of Proxy (or vice versa), the instructions contained in the proxy appointment that arrives last in respect of each Meeting will be counted to the exclusion of the instructions received earlier, whether electronic or posted. Please refer to the terms and conditions of the service on the website.

Appointment of proxies using CREST

If you hold your TalkTalk Shares in uncertificated form (that is, in CREST) and wish to appoint a proxy or proxies for the Meetings (or any adjourned Meeting) using the CREST electronic proxy appointment services, then you may do so using the procedures set out in the CREST Manual and this document. Please also refer to the notes to the notices convening the Court Meeting and the General Meeting set out in Parts XI (Notice of Court Meeting) and XII (Notice of General Meeting) of this document respectively and the notes to the Forms of Proxy.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti (CREST participant ID RA19) by no later than 10.00 a.m. on 25 February 2021 in the case of the Court Meeting and by no later than 10.15 a.m. on 25 February 2021 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting). For this purpose, the time of receipt will be taken as the time (as determined by the stamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.


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TalkTalk may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the CREST Regulations.

Under normal circumstances, TalkTalk Shareholders may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. However, given the restrictions on attendance at the Meetings, you are encouraged to appoint only the “Chair of the meeting” as your proxy, rather than appointing one or more named persons as they will not be permitted to attend the meeting.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Given the current guidance by the UK government which restricts social gatherings in light of the ongoing COVID-19 pandemic and the resulting inability of Scheme Shareholders to attend the Court Meeting and the General Meeting in person, you are strongly encouraged to complete, sign and return your Forms of Proxy or appoint a proxy electronically or through CREST as soon as possible. The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction electronically or through CREST or by any other procedure described in this document) will not prevent you from remotely attending, submitting written questions and/or any objections (in the case of the Court Meeting) and voting at the Court Meeting or the General Meeting, in each case via the Virtual Meeting Platform as described on page 2 of this document and the Virtual Meeting Guide, if you are entitled to and wish to do so.

Notices convening the Court Meeting and the General Meeting are set out in Parts XI (Notice of Court Meeting) and XII (Notice of General Meeting) of this document respectively.

23. Action to be taken in respect of the Alternative Offer If you are a TalkTalk Shareholder who is not a Restricted Overseas Shareholder and you wish to make an election under the Alternative Offer, please refer to Parts IV (The Alternative Offer and the Offeror Group) and V (Notes on making an election under the Alternative Offer) of this document which set out the procedures and other requirements relating to making an election along with certain further terms of the Alternative Offer.

24. Helpline If you are a TalkTalk Shareholder and you have any questions relating to this document, the Court Meeting, the General Meeting, the Acquisition or the Scheme or are in any doubt about the appointment of proxies or how to make an election under the Alternative Offer, please contact Equiniti on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK) between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to +44 371 384 2509 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones. Please note that calls to these numbers may be monitored or recorded and that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.

25. Further information Your attention is drawn to the terms of the Scheme which are set out in full in Part VII (The Scheme of Arrangement) of this document. Your attention is also drawn to the further information contained in this document which forms part of this Explanatory Statement.

Yours sincerely,

Barclays Bank plc, Deutsche Bank AG, acting through its Investment Bank London Branch

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PART III

CONDITIONS TO THE IMPLEMENTATION OF THE ACQUISITION

The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by no later than 11.59 p.m. on the 30 June 2021, or such later date as TalkTalk and the Offeror may, with the consent of the Panel, agree and (if required) the Court may allow.

The Acquisition is governed by English law and is subject to: (a) the jurisdiction of the English courts; (b) the Conditions; (c) the terms set out in this document and (in respect of certificated TalkTalk Shares) in the Form of Election; and (d) the applicable requirements of the Code, the Panel, the FCA and the London Stock Exchange.

The Scheme is conditional upon the following conditions:

Section A

Conditions to the Acquisition and the Scheme

Long Stop Date 1. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the

Code, by no later than 11.59 p.m. on the Long Stop Date.

Scheme approval 2. The Scheme is conditional upon:

(a) (i) its approval by a majority in number representing not less than 75 per cent. of the voting rights of Scheme Shareholders who are on the register of members of TalkTalk at the Voting Record Time (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting(s); and

(ii) the Court Meeting and any separate class meeting which may be required by the Court or any adjournment of any such meeting(s) being held on or before 23 March 2021 (being the 22nd day after the expected date of the Court Meeting) or such later date, if any, as the Offeror and TalkTalk may agree and the Court may allow;

(b) (i) the Special Resolution being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting; and

(ii) the General Meeting or any adjournment of that meeting being held on or before 23 March 2021 (being the 22nd day after the expected date of the General Meeting) or such later date, if any, as the Offeror and TalkTalk may agree and the Court may allow; and

(c) (i) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being on terms acceptable to the Offeror and TalkTalk);

(ii) the Court Hearing being held on or before 1 April 2021 (being the 22nd day after the expected date of the Court Hearing) or such later date, if any, as the Offeror and TalkTalk may agree and the Court may allow; and

(iii) the delivery of a copy of the Court Order to the Registrar of Companies for registration.

General Conditions 3. In addition, the Offeror and TalkTalk have agreed that, subject as stated in Section B below and to the

requirements of the Panel and in accordance with the Code, the Acquisition is also conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

24.3(d)(vi)

24.3(d)(xiii)

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Specific regulatory clearances (a) to the extent that any new or amended national security, public interest or foreign investment

laws, rules or regulations (including the proposed National Security and Investment Bill) become effective in the United Kingdom between the date of this document and the Scheme becoming Effective and such laws, rules or regulations would apply to the Acquisition, the Secretary of State for Business, Energy and Industrial Strategy (or such other relevant regulatory authority or body (as the case may be)) indicating, either unconditionally or subject to the giving of undertakings reasonably satisfactory to the Offeror and TalkTalk, that it has determined to approve the Acquisition or, as the case may be, no order being issued by the Secretary of State for Business, Energy and Industrial Strategy (or such other relevant regulatory authority or body (as the case may be)) or other legal or regulatory restraint or prohibition being in effect that would make completion of the Acquisition illegal and/or invalid;

General anti-trust and Third Party clearances (b) no anti-trust regulator, government or governmental, quasi-governmental, supranational, statutory,

regulatory, administrative, environmental, fiscal, professional or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state in any jurisdiction (each a “Relevant Authority”) having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or required any action to be taken or, or enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order, or otherwise having taken any other step or done anything, which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture, by any member of the Wider Offeror Group or any member of the Wider TalkTalk Group of all or any material portion of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) require, prevent or materially delay, or materially alter the terms envisaged for, any proposed divestiture by any member of the Wider Offeror Group of any shares or other securities in TalkTalk or any other member of the Wider TalkTalk Group or in any member of the Wider Offeror Group;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Offeror Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in TalkTalk or any other member of the Wider TalkTalk Group or to exercise voting or management control over TalkTalk or any other member of the Wider TalkTalk Group;

(iv) otherwise materially adversely affect any or all of the business, assets, profits, value, financial or trading position or prospects of any member of the Wider Offeror Group or of any member of the Wider TalkTalk Group;

(v) make the Scheme, the Acquisition or its implementation or the acquisition or proposed acquisition by the Offeror or any member of the Wider Offeror Group of any shares or other securities in, or control or management of, TalkTalk or any other member of the Wider TalkTalk Group void, voidable, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent, restrain, restrict, prohibit, materially delay or otherwise materially adversely interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith, or require material amendment to the terms of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control of management of, TalkTalk or any other member of the Wider TalkTalk Group by any member of the Wider Offeror Group;

(vi) require (save as envisaged in the Acquisition) any member of the Wider Offeror Group or the Wider TalkTalk Group to acquire or offer to acquire any shares or other securities (or the

46


equivalent) or interest in any member of the Wider TalkTalk Group or the Wider Offeror Group or any other asset owned by any third party;

(vii) result in any member of the Wider TalkTalk Group ceasing to be able to carry on business under any name under which it presently does so, the consequences of which would be material in the context of the TalkTalk Group taken as a whole; or

(viii) impose any material limitation on or result in any material delay in the ability of any member of the Wider Offeror Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider TalkTalk Group and/or the Wider Offeror Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, TalkTalk or any other member of the Wider TalkTalk Group by any member of the Wider Offeror Group or otherwise intervene, having expired, lapsed or been terminated.

(c) all material filings, applications and/or notifications which are necessary or considered appropriate by the Offeror (acting reasonably) having been made in connection with the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, TalkTalk or any other member of the Wider TalkTalk Group by any member of the Wider Offeror Group, and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory or regulatory obligations in any jurisdiction having been complied with in each case in connection with the Acquisition, the Scheme or the acquisition or proposed acquisition by any member of the Wider Offeror Group of any shares or other securities in, or control or management of, TalkTalk or any member of the Wider TalkTalk Group or the carrying on by any member of the Wider TalkTalk Group of its business;

(d) all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals for the proposed acquisition of any shares or other securities in, or control or management of, TalkTalk or any other member of the Wider TalkTalk Group by any member of the Wider Offeror Group having been obtained in terms and in a form reasonably satisfactory to the Offeror from all appropriate Relevant Authorities or persons or bodies with whom any member of the Wider TalkTalk Group has entered into contractual arrangements, and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider TalkTalk Group in any jurisdiction, remaining in full force and effect and all material filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at which the Acquisition becomes Effective or otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

Certain matters arising as a result of any arrangement, agreement etc. (e) except as Disclosed, there being no provision of any agreement, arrangement, licence, lease,

permit, franchise or other instrument to which any member of the Wider TalkTalk Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which, in each case as a consequence of the Acquisition, the Scheme or the acquisition or proposed acquisition by any member of the Wider Offeror Group of any shares or other securities (or the equivalent) in TalkTalk or because of a change in the control or management of TalkTalk or any other member of the Wider TalkTalk Group or otherwise, would or would reasonably be expected to result in (in each case to an extent which is material in the context of the Wider TalkTalk Group taken as a whole, or in the context of the Acquisition):

(i) any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable or capable of being

47


declared repayable immediately or earlier than their or its stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, lease, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of any such member thereunder, being terminated or adversely affected or modified or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member;

(iv) the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge, encumbrance or other security interest (whenever created, arising or having arisen) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any such member under any such agreement, arrangement, licence, lease, permit, franchise or other instrument, or the business of any such member in or with any other person, firm or body (or any arrangement or arrangements relating to any such interest or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) the value of any such member or its financial or trading position, profits or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so;

(viii) the creation or acceleration of any liability, actual or contingent, by any such member, other than trade creditors or other liabilities incurred in the ordinary course of business;

(ix) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors; or

(x) any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licence, lease, permit, franchise or other instrument to which any member of the Wider TalkTalk Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (x) of this Condition.

Certain events occurring since 31 March 2020 (f) except as Disclosed, no member of the Wider TalkTalk Group having, since 31 March 2020:

(i) save as between TalkTalk and the Wider TalkTalk Group, or for TalkTalk Shares issued pursuant to the exercise of options granted under the TalkTalk Share Plans before the date of this document, issued, agreed to issue, authorised or proposed the issue of additional shares of any class or securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(ii) other than to another member of the TalkTalk Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iii) save for intra-Wider TalkTalk Group transactions, authorised, implemented or effected any merger or demerger with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case other than in the ordinary course of

48


business which, in any such case, is material in the context of the TalkTalk Group taken as a whole;

(iv) save for intra-Wider TalkTalk Group transactions, made or authorised or proposed or announced an intention to propose any material change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability;

(v) issued, authorised or proposed the issue of any debentures or (save for intra-Wider TalkTalk Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any liability (actual or contingent);

(vi) save for intra-Wider TalkTalk Group transactions, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(vii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

(viii) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, agreement, arrangement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be reasonably likely to be restrictive on the business of any member of the Wider TalkTalk Group or the Wider Offeror Group or which involves an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which, in any such case, is material in the context of the Wider TalkTalk Group taken as a whole or in the context of the Acquisition;

(ix) been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which, in any such case, is material in the context of the Wider TalkTalk Group taken as a whole or in the context of the Acquisition;

(x) (other than in respect of a member of the Wider TalkTalk Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action or steps or had any legal proceedings started or threatened against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise, which, in any such case, is material in the context of the Wider TalkTalk Group taken as a whole;

(xii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider TalkTalk Group or the Wider Offeror Group other than to a nature and extent which is normal in the context of the business concerned;

(xiii) waived, settled, abandoned or compromised any claim or admitted any dispute, claim or counter-claim, whether made or potential and whether by or against any member of the Wider TalkTalk Group (otherwise than in the ordinary course of business) and which is material in the context of the Wider TalkTalk Group taken as a whole;

(xiv) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(f);

(xv) terminated or varied the terms of any agreement or arrangement between any member of the Wider TalkTalk Group and any other person in a manner which would or might

49


reasonably be expected to be materially adverse to the Wider TalkTalk Group taken as a whole or to be material in the context of the Acquisition;

(xvi) save for intra-Wider TalkTalk Group transactions, entered into, implemented or authorised the entry into of, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case to an extent which is material in the context of the Wider TalkTalk Group taken as a whole or in the context of the Acquisition;

(xvii) other than in connection with the Acquisition, made any material alteration to its constitutional documents;

(xviii) made, proposed, or agreed or consented to or procured any change to:

(A) the terms of the trust deeds or other governing documents constituting the pension scheme(s) established by any member of the Wider TalkTalk Group for its directors, former directors, employees, former employees or their dependents;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to; or

(E) the manner in which the assets of such pension schemes are invested,

in each case, to an extent which is material in the context of the Wider TalkTalk Group taken as a whole or in the context of the Acquisition;

(xix) carried out any act (other than any act arising from or in connection with the Acquisition):

(A) which would or could reasonably be expected to lead to the commencement of the winding up of any pension scheme(s) established by any member of the Wider TalkTalk Group for its directors, former directors, employees, former employees or their dependents;

(B) would or might create a material debt owed by an employer to any such pension scheme;

(C) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any such pension scheme; or

(D) which would, having regard to the published guidance of the Pensions Regulator, give rise to a liability on a member of the Wider TalkTalk Group to make payment to any such pension scheme arising out of the operation of sections 38 and 38A of the Pensions Act 2004,


(xx) entered into or proposed to enter into one or more bulk annuity contracts in relation to any such pension scheme pursuant to which a member of the Wider TalkTalk Group is required to pay further contributions, or agreed to the entering into of a bulk annuity contract by a trustee of any such pension scheme;

(xxi) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider TalkTalk Group which, in any such case, is material in the context of the TalkTalk Group taken as a whole, other than in accordance with the terms of the Acquisition; or

(xxii) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of TalkTalk Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

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No adverse change, litigation or regulatory enquiry (g) except as Disclosed, since 31 March 2020:

(i) no adverse change or deterioration having occurred, and no circumstances having arisen which would or might reasonably be expected to result in any adverse change or deterioration, in the business, assets, financial or trading position or profits or prospects of any member of the Wider TalkTalk Group to an extent which is material in the context of the Wider TalkTalk Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Wider TalkTalk Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation, enquiry or complaint by any Relevant Authority or other investigative body against or in respect of any member of the Wider TalkTalk Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider TalkTalk Group, in each case which is material in the context of the Wider TalkTalk Group taken as a whole or in the context of the Acquisition;

(iii) no contingent or other liability having increased or arisen or become apparent to the Offeror which would be reasonably likely to adversely affect the business, assets, value of, or the financial or trading position, profits or prospects of any member of the Wider TalkTalk Group to an extent which is material in the context of the Wider TalkTalk Group taken as a whole or in the context of the Acquisition;

(iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any material licence held by any member of the Wider TalkTalk Group which is necessary for the proper carrying on of its business; and

(v) no member of the Wider TalkTalk Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider TalkTalk Group taken as a whole;

No discovery of certain matters (h) except as Disclosed, the Offeror not having discovered:

(i) that any financial, business or other information concerning the Wider TalkTalk Group as contained in the information publicly announced before the date of this document by or on behalf of any member of the Wider TalkTalk Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this document by disclosure by or on behalf of the Wider TalkTalk Group through the publication of an announcement via a Regulatory Information Service or otherwise; or

(ii) that any member of the Wider TalkTalk Group is subject to any liability (actual or contingent) which is not fairly disclosed in the annual report and accounts of TalkTalk for the financial year ended 31 March 2020,


(i) except as Disclosed, the Offeror not having discovered that:

(i) any past or present member of the Wider TalkTalk Group has failed to comply in any material respect with any and/or all applicable legislation or regulations or other requirements of any jurisdiction, or any permit, authorisation or other consent, with regard to the use, treatment, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation, regulations or requirements, and wherever the same may have taken place) any of which use, treatment, storage, carriage, disposal, spillage, release, discharge, leak or emission or non-compliance

51


would be likely to give rise to any material liability (actual or contingent) on the part of any member of the Wider TalkTalk Group; or

(ii) there is, or is reasonably likely to be, for that or any other reason whatsoever, any material liability (actual or contingent) of any past or present member of the Wider TalkTalk Group to make good, remediate, repair, reinstate or clean up any property, asset or controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider TalkTalk Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the TalkTalk Group taken as a whole;

Anti-corruption, sanctions and criminal property (j) except as Disclosed, the Offeror not having discovered that:

(i) any past or present member, director, officer, employee or agent of the Wider TalkTalk Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or any person that performs or has performed services for or on behalf of the Wider TalkTalk Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or

(ii) any asset of any member of the Wider TalkTalk Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(iii) any past or present member, director, officer or employee of the Wider TalkTalk Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any business or activity with, or made any investments in, or made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the US Office of Foreign Assets Control, or HM Treasury in the United Kingdom; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states; or

(iv) any member of the Wider TalkTalk Group has engaged in any transaction which would cause the Offeror or any other member of the Wider Offeror Group to be in breach of any law or regulation upon its acquisition of TalkTalk, including the economic sanctions of the US Office of Foreign Assets Control, or HM Treasury in the United Kingdom, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states.

Section B

Certain further terms of the Acquisition and the Scheme

1. The Acquisition is subject to the satisfaction (or waiver, if permitted) of the Conditions in Section A above, and to certain further terms set out in this Section B.

2. Subject to the requirements of the Panel or the Court, the Offeror reserves the right to waive, in whole or in part, all or any of the Conditions in Section A above, except for Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived.

52


3. Conditions 2(a), 2(b) and 3(a) to 3(j) (inclusive) must be fulfilled, or (if capable of waiver) waived, by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing. The Acquisition will lapse if it does not become Effective by 11.59 p.m. on the Long Stop Date.

4. The Offeror shall be under no obligation to waive (if capable of waiver) or treat as satisfied any of the Conditions by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

6. Under Rule 13.5(a) of the Code, the Offeror may not invoke any Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to the Offeror in the context of the Acquisition. Conditions 1 and 2 of Section A and, if applicable, the acceptance condition adopted on the basis of or referred to in paragraphs 7 or 11 of this Section B (in the event the Acquisition is implemented by way of a Takeover Offer) are not subject to this provision of the Code.

7. If the Offeror is required by the Panel to make an offer for TalkTalk Shares under the provisions of Rule 9 of the Code, the Offeror may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

8. The Acquisition shall lapse if:

(a) in so far as the Acquisition or any matter arising from or relating to it or the Scheme constitutes, or is deemed to constitute, a concentration with an EU dimension within the scope of the EU Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EU Merger Regulation or makes a referral to the CMA under Article 9(1) of the EU Merger Regulation and then the Acquisition or any matter arising from or relating to it or the Scheme becomes subject to a CMA Phase 2 Reference; or

(b) the Acquisition or any matter arising from or relating to it or the Scheme becomes subject to a CMA Phase 2 Reference,

in each case before the date of the Court Meeting.

9. TalkTalk Shares will be acquired by the Offeror under the Acquisition fully paid and free from all liens, equities, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this document or thereafter attaching or accruing thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this document, other than any dividend or distribution in respect of which the Offeror exercises its right under the terms of the Acquisition to reduce the consideration payable in respect of each TalkTalk Share.

10. Without prejudice to any right the Offeror may have, with the consent of the Panel, to invoke Condition 3(f)(ii), if any dividend or other distribution is announced, declared, made, payable or paid in respect of the TalkTalk Shares on or after the date of this document and prior to the Effective Date, the Offeror reserves the right to reduce the consideration payable in respect of each TalkTalk Share under the terms of the Acquisition by the amount of all or part of any such dividend or other distribution, provided that, to the extent that such dividend or distribution is cancelled, the consideration shall not be subject to change. If the Offeror exercises this right or makes such a reduction in respect of a dividend or other distribution, TalkTalk Shareholders will be entitled to receive and retain that dividend or other distribution.

11. The Offeror reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, subject to obtaining the consent of the Panel. In such event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments for an acquisition being made by

13.5(a)

12.1(a)(ii); 12.1(b)(ii)

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way of a Takeover Offer including (without limitation) the inclusion of an acceptance condition set at 90 per cent. of the TalkTalk Shares to which the Takeover Offer relates (or such lesser percentage as may be determined by the Offeror after consultation with the Panel (if necessary), being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of TalkTalk, including, for this purpose, any such voting rights attaching to TalkTalk Shares that are issued before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient TalkTalk Shares are otherwise acquired, it is the intention of the Offeror to apply the provisions of the Companies Act to compulsorily acquire any outstanding TalkTalk Shares to which the Takeover Offer relates.

12. The availability of the Acquisition to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. TalkTalk Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

13. Unless otherwise determined by the Offeror or required by the Code, the Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or any means of instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

14. The Offeror reserves the right for any other entity directly or indirectly owned by the Offeror or by any fund managed or advised by Tosca Penta from time to time to implement the Acquisition.

15. The Acquisition is governed by English law and subject to the jurisdiction of the Court and to the Conditions and further terms set out in this Part III (Conditions to the implementation of the Acquisition). The Acquisition is also subject to the applicable requirements of the Code, the Panel, the FCA and the London Stock Exchange.

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PART IV

THE ALTERNATIVE OFFER AND THE OFFEROR GROUP

1. The Alternative Offer Under the Alternative Offer, Scheme Shareholders (other than Restricted Overseas Shareholders) may elect to receive Consideration Shares in lieu of Cash Consideration in respect of some or all of their Scheme Shares. One Consideration Share will be issued for each Scheme Share in respect of which a Scheme Shareholder validly elects to take up the Alternative Offer.

The Alternative Offer is not being offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction.

Upon the Scheme becoming Effective, Scheme Shareholders who have not validly elected for the Alternative Offer, whether in respect of all or part of their holding of Scheme Shares, will automatically receive the Cash Offer in respect of their entire holding of Scheme Shares.

The issue of Consideration Shares pursuant to the Alternative Offer will be subject to the Conditions and further terms set out in Part III (Conditions to the implementation of the Acquisition) of this document and further details of the Alternative Offer, the Offeror Group and the rights attaching to the Consideration Shares are set out in this Part IV (The Alternative Offer and the Offeror Group).

The Consideration Shares, which are ordinary shares in the capital of the Offeror, will be allotted and issued credited as fully paid and will rank pari passu with all other Offeror Ordinary Shares in issue on the Effective Date and will have the right to receive and retain all dividends and other distributions and other entitlements declared, made or paid by reference to a record date falling on or after the Effective Date.

For the purposes of Rule 24.11 of the Code, Panmure Gordon has provided an estimate of the value of a Consideration Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter, which is set out in Part VIII (Rule 24.11 Estimate of Value Letter) of this document.

TalkTalk Shareholders are strongly advised to seek their own independent financial, tax and legal advice before electing to receive Consideration Shares pursuant to the Alternative Offer. Your attention is also drawn to paragraph 8 of this Part IV (The Alternative Offer and the Offeror Group) entitled “Risk factors and other investment considerations relating to the Consideration Shares”.

2. Information relating to the Offeror Group The Offeror is a private limited company which was incorporated in England and Wales on 24 September 2020 under the Companies Act with registered number 12903683. It has a registered office at Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW. As at the date of this document, the Offeror has two wholly owned subsidiaries, Midco and Finco, and is the holding company of the Offeror Group.

Midco is a private limited company which was incorporated in England and Wales on 29 October 2020 under the Companies Act with registered number 12985026 and Finco is a private limited company which was incorporated in England and Wales on 29 October 2020 under the Companies Act with registered number 12984607.

The directors of the Offeror are Martin Hughes, Torquil Macnaughton and Steven Scott and the sole shareholder of the Offeror is currently Penta Investments GP Limited. In the event that the Scheme becomes Effective, it is expected that the board of the Offeror will comprise Martin Hughes, Torquil Macnaughton and Steven Scott (each as an appointee of Tosca Penta), Sir Charles Dunstone, John Gildersleeve and Roger Taylor (each as an appointee of Sir Charles Dunstone), Tristia Harrison (as Chief Executive Officer), Phil Eayres (as Chief Financial Officer designate) and Paul Reynolds (as an independent non-executive director).

The principal activity of the Offeror, in the event the Scheme becomes Effective, will be to act as the ultimate holding company for TalkTalk and to provide certain management and strategic services to the TalkTalk Group. The Offeror’s principal investment will be TalkTalk Shares acquired pursuant to the Acquisition.

24.17(b)

24.3(a)(ii) 24.3(d)(xi)

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Each of the Offeror, Midco and Finco is a newly incorporated company, formed at the direction of Tosca Penta for the purpose of implementing the Acquisition. Save for activities in connection with the making, implementation and financing of the Acquisition, no member of the Offeror Group has carried on any business nor entered into any obligations prior to the date of this document. No member of the Offeror Group has paid any dividends or prepared any historical financial accounts. In the event that the Scheme becomes effective, the TalkTalk Group will represent all or substantially all of the earnings, assets and liabilities of the Offeror (and the Offeror Group), save for the liabilities incurred in connection with the Acquisition.

For the avoidance of doubt, Scheme Shareholders who make a valid election to take up the Alternative Offer in respect of some or all of their Scheme Shares will receive Consideration Shares, which are ordinary shares in the capital of the Offeror. Scheme Shareholders who validly elect for the Alternative Offer will not receive shares in the capital of Midco or Finco (which will remain, directly or indirectly, wholly owned subsidiaries of the Offeror).

3. Financing of the Acquisition Up to £527 million of debt is to be provided to Finco as the borrower under the PIK Facility Agreement. Finco will lend funds which it receives pursuant to the PIK Facility Agreement to the Offeror in order to fund the cash consideration due in connection with the Acquisition (the “Offeror Group Loan”). Subject to the reduction in the PIK Facility Agreement described below, the proceeds of the Offeror Group Loan will be used by the Offeror in order to fund the cash consideration payable by the Offeror pursuant to the Acquisition.

Following the Scheme becoming Effective, the Offeror will transfer its interest in the entire issued share capital of TalkTalk to Finco in consideration of, in aggregate, the settlement of the Offeror Group Loan and the issue of further shares by Finco to the Offeror (the “Offeror TalkTalk Share Transfer”).

Following the Offeror TalkTalk Share Transfer, it is anticipated that the Offeror will transfer its interest in the entire issued share capital of Finco to Midco in consideration of the issue of further shares by Midco to the Offeror.

Penta has established the Tosca Penta LP Fund and Penta anticipates that shortly before the time at which the Scheme becomes Effective, the Tosca Penta LP Fund will subscribe for 51,546,392 new Offeror Ordinary Shares pursuant to the terms of the Subscription Agreement. The £50 million subscription will reduce the amount to be borrowed under the PIK Facility Agreement by an equivalent amount.

Tosca Penta is seeking to raise additional equity funds which it would manage/advise and which would be used either to subscribe for new Offeror Ordinary Shares and, thereafter, to fund cash consideration due in connection with the Acquisition and/or to repay amounts borrowed under the PIK Facility Agreement for the purposes of financing the Acquisition, or otherwise to acquire part of the Tosca Investors’ investment in the Offeror that arises as a result of the Tosca Investors electing for the Alternative Offer. Any such funds described in this paragraph do not form part of the financial resources available to the Offeror to enable it to satisfy in full the cash consideration payable under the Acquisition and on which Panmure Gordon has based its statement in paragraph 13 of Part IX (Additional Information) of this document. To the extent that such additional equity funds are subscribed for new Offeror Ordinary Shares, the share of the Offeror managed/advised by Tosca Penta will increase and the share of the Offeror owned by Sir Charles Dunstone and other Scheme Shareholders who elect for the Alternative Offer will proportionately decrease.

The Acquisition is being structured such that neither the share of the Offeror managed/advised by Tosca Penta nor the share of the Offeror owned by Sir Charles Dunstone nor any other shareholder of the Offeror will exceed 50 per cent. and as such there will be no ultimate change of control of TalkTalk.

4. Information relating to Toscafund, Penta, the Tosca Investors and the New Tosca Penta Funds Toscafund

Toscafund is part of the Old Oak Group, a financial services group based in London, which is engaged in asset management and private equity activities. It was founded in 2000 by Martin Hughes, its Chief Executive. The holding company for Old Oak Group is Old Oak Holdings Limited, a company established and owned by Martin Hughes. As at 31 December 2020, the Old Oak Group had combined assets under management of approximately US$4 billion.

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Toscafund’s primary activity is to act as an investment manager/adviser to a number of investment funds and accounts that follow primarily equity investment strategies. It was incorporated in England and Wales on 13 June 2006 and has been authorised by the FCA to conduct investment business since 31 October 2006. It is also registered as an investment adviser with the SEC. Its principal place of business is at Ferguson House, 15 Marylebone Road, London NW1 5JD.

Toscafund acts as the investment manager to the Tosca Investors, which are the beneficial owners of 338,409,955 TalkTalk Shares, and Toscafund has irrevocably undertaken, on behalf of the Tosca Investors, to take up the Alternative Offer in respect of at least 273,195,877 TalkTalk Shares (provided that the minimum number of TalkTalk Shares subject to such irrevocable undertaking shall be reduced by whichever is the lesser of: (i) 64,948,454 TalkTalk Shares; and (ii) such number of TalkTalk Shares which are the subject of valid elections for the Alternative Offer which have been received (and not withdrawn) as at the time which is immediately after the last date for withdrawal of such elections but not including TalkTalk Shares which are the subject of elections from the Rollover Management Shareholders, such that the number of TalkTalk Shares in respect of which Toscafund will elect to take the Alternative Offer shall not be less than 208,247,423).

The Scheme becoming Effective will have no effect on the earnings and assets and liabilities of Toscafund.

Penta

Penta is an active private equity investor in UK mid-market companies, which is authorised by the FCA to conduct investment business.

Penta was established in 1999 and is majority owned by its partners. Old Oak Holdings Limited, the ultimate parent company of Toscafund, acquired an interest of approximately 39 per cent. in Penta in November 2007, as part of its strategy to establish a broad-based asset management group and, since then, Penta has operated as the private equity arm of Toscafund. In addition to Toscafund’s ownership interest, Penta is able to draw on resources from Toscafund to assist it with transaction origination and aspects of its investment process and analysis. Toscafund also provides cornerstone funding for, and introductions to potential investors in, private equity funds raised by Penta.

Since November 2007, Penta has completed 19 transactions, investing approximately £700 million, and it has exited from 11 of those investments realising proceeds in excess of £1 billion.

As at 31 December 2020, Penta had assets under management of approximately £300 million across a portfolio of eight investments. This portfolio does not include any business which operates in the same industry as the TalkTalk Group.

New Tosca Penta Funds

The New Tosca Penta Funds comprise Tosca Penta Jersey Fund and Tosca Penta LP Fund. Tosca Penta Jersey Fund is a private limited company incorporated in Jersey and Tosca Penta LP Fund is a Scottish limited partnership.

The New Tosca Penta Funds have been established by Penta to fund part of the consideration payable in connection with the Acquisition by subscribing in cash for new Offeror Ordinary Shares and Tosca Penta will use reasonable endeavours to procure commitments to the New Tosca Penta Funds. Penta anticipates that shortly before the time at which the Scheme becomes Effective, the Tosca Penta LP Fund will subscribe for 51,546,392 new Offeror Ordinary Shares pursuant to the terms of the Subscription Agreement. The £50 million subscription will reduce the amount to be borrowed by the Offeror Group under the PIK Facility Agreement by an equivalent amount. Penta has not yet fixed a first closing date for Tosca Penta Jersey Fund which is likely to be after the Effective Date. Subscriptions to Tosca Penta Jersey Fund may be used to subscribe for new Offeror Ordinary Shares with the proceeds used to repay borrowings under the PIK Facility Agreement and/or to acquire Consideration Shares from some of the Tosca Investors.

Penta has arranged the finance to fund the consideration payable in connection with the Acquisition and is the investment manager of the New Tosca Penta Funds. This is in the ordinary course of business for Penta. Penta will receive an arrangement fee from the Offeror of £2,000,000. The funding of the Acquisition will increase the funds under Penta’s management and consequently the fees and income arising from such funds under management. Other than the entitlement to receive the arrangement fee and ongoing

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management fees, the Scheme becoming Effective will not have any effect on the earnings, assets or liabilities of Penta.

5. Current trading and prospects of the Offeror and the Enlarged Group The Offeror, Midco and Finco were incorporated on 24 September 2020, 29 October 2020 and 29 October 2020 respectively. No financial information is available or has been published in respect of any of the Offeror, Midco or Finco. None of the Offeror, Midco or Finco have traded since the date of their incorporation, paid any dividend, or entered into any obligations other than those described in this document in connection with the Acquisition. On completion of the Acquisition, none of the Offeror, Midco or Finco will have any activities other than those of the TalkTalk Group, whose current trading and prospects are detailed in paragraph 9 of Part II (Explanatory Statement) of this document.

6. Estimate of value in relation to the Alternative Offer For the purposes of Rule 24.11 of the Code, Panmure Gordon has provided, on the basis of certain assumptions, qualifications and caveats as set out in the letter from Panmure Gordon appearing in Part VIII (Rule 24.11 Estimate of Value Letter) of this document, an estimate of value of the Consideration Shares. As at the Latest Practicable Date, and assuming (among other things) that the Consideration Shares were in issue at such date, the estimated value of each Consideration Share would be within a range of 66.3 pence and 92.8 pence. Panmure Gordon has prepared the estimate of value for the sole benefit and use of the Offeror Board for the purposes of Rule 24.11 of the Code, in connection with the Acquisition and for no other purpose. In providing the estimate of value, no recommendation is given by Panmure Gordon as to whether Scheme Shareholders should elect to participate in the Alternative Offer.

On the basis of the valuation range referred to above, for each TalkTalk Share in respect of which a valid election for the Alternative Offer is made, the relevant Scheme Shareholder would receive one Consideration Share with an estimated value of between 66.3 pence and 92.8 pence instead of 97 pence available under the Cash Offer. Your attention is drawn to paragraph 8 of this Part IV (The Alternative Offer and the Offeror Group) entitled “Risk factors and other investment considerations relating to the Consideration Shares”.

7. Information on Offeror Share Capital 7.1 Offeror share capital

As at the date of this document, the issued share capital of the Offeror is 100 Offeror Ordinary Shares which are held by Penta Investments GP Limited, an indirect subsidiary of Penta. On or around the time at which the Scheme becomes Effective, it is anticipated that the Offeror will issue new Offeror Ordinary Shares to Tosca Penta LP Fund to fund part of the cash consideration payable in respect of the Acquisition. Upon the Scheme becoming Effective, the Offeror will issue Consideration Shares to the Tosca Investors, the Rollover Management Shareholders and other TalkTalk Shareholders who have elected for the Alternative Offer.

As set out in sub-paragraph 7.2 below, it is anticipated that, following the Scheme becoming Effective and the conclusion of the subsequent fundraising by Penta, any further new issues of Offeror Ordinary Shares will be on a pre-emptive basis. There may, however, be some circumstances in which the directors of the Offeror consider that it would be appropriate to issue further Offeror Ordinary Shares on a non-pre-emptive basis. In such circumstances the appropriate Offeror shareholder approvals shall be sought, however, this may result in the interests of TalkTalk Shareholders who elected to take up the Alternative Offer in the Offeror becoming diluted over time.

7.2 Rights attaching to Offeror Ordinary Shares

The share capital of the Offeror will comprise one class of ordinary shares with a nominal value of £0.01 each (“Offeror Ordinary Shares”). TalkTalk Shareholders who validly elect for the Alternative Offer will receive Consideration Shares, which will have the following rights:

Voting rights

On a poll, one vote per share.

24.2(a) 24.2(b) 24.2(a)(ii) 24.2(c)

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Dividends

Any profits which the Offeror Board determines to distribute in respect of any financial year shall be distributed amongst the holders of the Offeror Ordinary Shares pro rata in relation to the number of such shares held by each such holder.

New share issues

All new issues of shares (other than intra-group issues by wholly owned subsidiaries) to be made on a pro-rata, pre-emptive basis. Pre-emption rights may only be disapplied by special resolution.

Share transfers

Offeror Ordinary Shares will not be transferable except for certain categories of permitted transfer, transfers on exercise of the drag-along or tag-along (each as described below) and transfers made with the written consent of the holders of not less than 75 per cent. of the Offeror Ordinary Shares.

Drag-along

If the holders of more than 75 per cent. of the Offeror Ordinary Shares agree a sale to a bona fide third party and the consideration is payable in cash or a readily realisable cash equivalent then the buyer may drag the remaining shareholders on the same terms.

Tag-along

If any person (together with persons acting in concert with that person) acquires more than 50 per cent. of the Offeror Ordinary Shares then the remaining shareholders may tag at a price per share equal to the highest price per share paid by the buyer in the 12 months prior to and including the sale/purchase which triggered the tag right.

Board appointment rights

Any shareholder who holds 20 per cent. or more of the Offeror Ordinary Shares may appoint/remove two directors to the board of the Offeror if he holds at least 20 per cent. of the Offeror Ordinary Shares or three directors to the board of the Offeror if he holds at least 30 per cent. of the Offeror Ordinary Shares. For this purpose, the funds managed by Tosca Penta shall be considered to be a single shareholder. The shareholder(s) appointing a director may require that director to be appointed to any committee of the board of the Offeror and to the board of any group company. Any other appointment or removal of a director shall require the written consent of the holders of not less than 75 per cent. of the Offeror Ordinary Shares.

Conduct of the Offeror Group

All material matters will be decided upon by the board of directors of the Offeror. In addition, there are a number of matters set out in the Offeror Articles which will require the written consent of (or ratification by) the holders of not less than 75 per cent. of the Offeror Ordinary Shares.

7.3 Shareholders’ Agreement

In the event that the Scheme becomes Effective, the Offeror and Tosca Penta expect that the New Tosca Penta Funds, certain TalkTalk Shareholders who elect for the Alternative Offer (including the Tosca Investors (the Tosca Investors and the New Tosca Penta Funds together, the “Investors”)) and the Rollover Management Shareholders will enter into the Shareholders’ Agreement. Pursuant to the terms of the Shareholders’ Agreement, to which the Offeror will also be a party, the parties thereto will agree to regulate their relationship in accordance with the terms of such agreement and the Offeror Articles. The Shareholders’ Agreement contains certain obligations, restrictions and confirmations including:

l undertakings from the Rollover Management Shareholders to promote the interests of the TalkTalk Group and to procure the performance by the Offeror of its obligations under the Shareholders’ Agreement;

l undertakings from the Rollover Management Shareholders that they will not be interested in businesses which are competitive with the business of the TalkTalk Group;

l restrictive covenants for a period following termination of their employment with the TalkTalk Group from certain of the Rollover Management Shareholders;

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l provisions regarding the composition and operation of the board of directors of the Offeror and board committees;

l undertakings from the parties to the Shareholders’ Agreement regarding compliance with the shareholder consent matters set out in the Offeror Articles and regarding new issues of shares by the Offeror;

l the processes to prepare, agree and, if necessary, amend the annual budget and business plan for the TalkTalk Group;

l obligations by the Offeror to prepare financial and other information and provide it to the Investors and the directors of the Offeror; and

l an acknowledgement that no exit or refinancing shall take place without the prior consent of the holders of not less than 75 per cent. of the Offeror Ordinary Shares in issue.

Scheme Shareholders who elect for the Alternative Offer but who are not Investors or Rollover Management Shareholders will not be required to adhere to the terms of the Shareholders’ Agreement and will not benefit from the rights, or be subject to the restrictions, set out in the Shareholders’ Agreement.

8. Risk factors and other investment considerations relating to the Consideration Shares The attention of eligible TalkTalk Shareholders who may be considering electing for the Alternative Offer in respect of all or part of their holding of TalkTalk Shares is drawn to certain risk factors and other investment considerations relevant to such an election. These include the following:

l The Consideration Shares are unquoted securities and there is no current expectation that they will be listed or admitted to trading on any exchange or market for the trading of securities. As a result, it is likely to be significantly more difficult for TalkTalk Shareholders to realise an investment in Consideration Shares than it would have been to realise an investment in TalkTalk Shares whilst such shares were admitted to trading on the main market for listed securities of the London Stock Exchange.

l The Consideration Shares will have limited transferability. Further details of the rights attaching to the Consideration Shares (including the ability to transfer such shares) are set out at sub-paragraph 7.2 above.

l The value of the Consideration Shares will be uncertain and there can be no assurance that any such securities even if they could be transferred will be capable of being sold at the value estimated by Panmure Gordon set out in the letter contained in Part VIII (Rule 24.11 Estimate of Value Letter) of this document.

l The holders of Consideration Shares may, in the future, be required to sell them under the terms of a “drag-along” provision contained in the Offeror Articles of Association. Further details of the rights attaching to the Consideration Shares (including the terms of the “drag-along” provision) are set out at sub-paragraph 7.2 above.

l There is no guarantee that dividends will be declared or paid on the Consideration Shares and, in particular, for so long as the Offeror Group has any debt outstanding under the PIK Facility Agreement, it is not anticipated that the Offeror will declare or pay any dividends.

l The holders of Consideration Shares will be entitled to participate in a return of capital pro rata to the number of Consideration Shares held. However, any return of capital will only be made after payment of all liabilities owed by the Offeror (including, in particular, any debt financing then in place).

l The Offeror may from time to time issue new securities. Such further issues will generally be subject to standard pre-emption rights and, as a result, should holders of Consideration Shares wish to avoid their shareholding interest in the Offeror being diluted as a result of such issues, they will need to invest further cash sums in the Offeror. The right of holders of Consideration Shares to participate in future issues of securities by the Offeror is also subject to other important exceptions. For example, holders of Consideration Shares will not be entitled to participate in any issues of securities to actual or potential employees, directors, officers or consultants of the Enlarged Group nor will they be entitled to

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participate in any issues of securities the consideration for which is the acquisition of other assets, companies or all or part of any other business or undertaking and, in addition, standard pre-emption rights may be disapplied or waived by the holders of Offeror Ordinary Shares.

l The number of securities which may be issued by the Offeror from time to time (whether on a pre-emptive or non-pre-emptive basis) cannot be ascertained at the date of this document and, as a result, the dilution in shareholding interest which may ultimately be suffered by the holders of Consideration Shares cannot be predicted. In addition, the value of each Consideration Share may be diluted by any further issues as such further issues could reduce the net return (if any) derived from each Consideration Share when compared to the net return (if any) which might otherwise have been derived should the Offeror not have made such further issues.

l The Offeror is not a company to which the Code applies and the protections of the Code will not be available to holders of Consideration Shares.

l The information relating to the Offeror and its business to which holders of Consideration Shares will be entitled from time to time will be limited and significantly less than that publicly made available by a listed company.

l The Offeror will not be subject to rules or regulations applying to companies with securities admitted to, or traded on, a regulated or prescribed market or exchange or the UK Corporate Governance Code.

l The board of the Offeror believes that the risk factors and other investment considerations set out above represent the current material risks inherent in holding Consideration Shares, however, the list is not exhaustive and there may be other factors which have a material impact.

Eligible TalkTalk Shareholders should consider carefully the risk factors and other investment considerations set out above, along with the other information set out in this document, and reach their own views prior to deciding whether to elect for the Alternative Offer (whether in respect of all or part of their TalkTalk Shares). Eligible TalkTalk Shareholders should also consult a legal adviser, an independent financial adviser duly authorised under FSMA or a tax adviser for individual legal, financial or tax advice.

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PART V

NOTES ON MAKING AN ELECTION FOR THE ALTERNATIVE OFFER

1. General As an alternative to the Cash Offer, Scheme Shareholders (other than Restricted Overseas Shareholders) may elect to receive Consideration Shares in lieu of the Cash Consideration to which they are otherwise entitled in respect of such Scheme Shares under the terms of the Acquisition on the following basis:

for each Scheme Share one Consideration Share

The Alternative Offer is not being offered, sold or delivered, directly or indirectly, in or into or from any Restricted Jurisdiction. Further details in relation to Scheme Shareholders resident, or located, in overseas jurisdictions are set out in paragraph 18 of Part II (Explanatory Statement) of this document.

Upon the Scheme becoming Effective, Scheme Shareholders who have not validly elected for the Alternative Offer in respect of all or part of their holding of Scheme Shares will automatically receive the Cash Offer in respect of their entire holding of Scheme Shares.

The issue of Consideration Shares pursuant to the Alternative Offer will be subject to the Conditions and further terms set out in Part III (Conditions to the implementation of the Acquisition) of this document and further details of the Alternative Offer, the Offeror Group and the rights attaching to the Consideration Shares are set out in Part IV (The Alternative Offer and the Offeror Group) of this document.

The Consideration Shares will be allotted and issued credited as fully paid and will rank pari passu in all respects with the Offeror Ordinary Shares in issue at the time the Consideration Shares are allotted and issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling on or after the Effective Date. If a Scheme Shareholder validly elects to receive Consideration Shares under the Alternative Offer, the Consideration Shares to which the Scheme Shareholder is entitled will be issued in certificated form.

If you wish to elect for the Alternative Offer in respect of some or all of your Scheme Shares, please refer to the paragraphs below. Scheme Shareholders who do not wish to elect for the Alternative Offer should NOT return the Form of Election for Scheme Shares in certificated form or send a TTE instruction in respect of Scheme Shares held in uncertificated form.

This section should be read together with the instructions and notes on the Form of Election. If you are in any doubt about the completion and return of the Form of Election or how to make an election under the Alternative Offer, please contact Equiniti by telephone on 0371 384 2509 or, if telephoning from outside the United Kingdom, on +44 371 384 2509 between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to +44 371 384 2509 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

TalkTalk Shareholders should note that different procedures apply for elections in respect of the Alternative Offer for TalkTalk Shares held in certificated form and TalkTalk Shares held in uncertificated form.

If you hold your TalkTalk Shares, or any of them, in certificated form (that is, not in CREST), you may only elect for the Alternative Offer in respect of such shares by completing and signing the accompanying Form of Election in accordance with the procedure set out in sub-paragraph 2(A) below and the instructions set out in the accompanying Form of Election. The Form of Election must be returned along with your share certificate(s) and/or other document(s) of title relating to the TalkTalk Shares subject to the election so as to be received by Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended). The instructions printed on, or deemed to be incorporated in, the Form of Election constitute part of the terms of the Scheme. A reply-paid envelope accompanies this document for your convenience and may be used by TalkTalk Shareholders (who hold TalkTalk Shares in certificated form) for returning their Form of Election and share certificate(s) or other document(s) of title from within the UK only. If you hold your TalkTalk Shares in certificated form but under different designations, you must complete a separate Form of Election in respect of each designation.

24.17(b)

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Additional Forms of Election are available from Equiniti by telephone on 0371 384 2509 or, if telephoning from outside the United Kingdom, on +44 371 384 2509 between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to +44 371 384 2509 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

If you hold your TalkTalk Shares, or any of them, in uncertificated form (that is, in CREST), you may only elect for the Alternative Offer in respect of such shares electronically through CREST by TTE instruction in accordance with the procedure set out in sub-paragraph 2(B) below. The TTE instruction must be settled as soon as possible and in any event by no later than 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended). If you hold your TalkTalk Shares under different member account IDs you must send separate TTE instructions for each member account ID. You are reminded that if you are a CREST personal member or other CREST sponsored member, you should contact your CREST sponsor before taking any action because only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear.

If you hold TalkTalk Shares in both certificated and uncertificated form and you wish to make an election under the Alternative Offer in respect of both such holdings, you should complete a Form of Election with respect to your certificated TalkTalk Shares and follow the instructions for completing a TTE instruction with respect to your uncertificated TalkTalk Shares.

If your TalkTalk Shares are in the course of being converted from uncertificated to certificated form, or from certificated form to uncertificated form, please refer to sub-paragraph 3.6 below.

If you do not return a valid Form of Election or complete a TTE instruction electing for the Alternative Offer (or you do not return a valid Form of Election or complete a TTE instruction electing for the Alternative Offer within the relevant time period), you will receive cash for all of the TalkTalk Shares that you hold at the Scheme Record Time. If you wish to receive cash for all of the TalkTalk Shares that you hold at the Scheme Record Time, you are not required to return the Form of Election or make a TTE instruction electing for the Alternative Offer.

2. Procedures for electing for the Alternative Offer (A) Procedures for TalkTalk Shareholders holding TalkTalk Shares in certificated form to elect

for the Alternative Offer

This section should be read in conjunction with the Form of Election. The instructions in the accompanying Form of Election are deemed to be incorporated into and form part of the terms of the Scheme.

You should complete a separate Form of Election for any TalkTalk Shares held in certificated form, but under different designations. The instructions for completing a Form of Election below apply, where relevant, to each separate Form of Election to be completed by you.

(i) The Alternative Offer

If you wish to receive Consideration Shares as consideration under the Scheme (for TalkTalk Shares held in certificated form) instead of the Cash Consideration to which you would otherwise be entitled under the terms of the Scheme, you must complete and sign the Form of Election in accordance with the instructions thereon.

When completing the Form of Election you should be aware that it is possible to elect for Consideration Shares in respect of all or any part of your Scheme Shares. You should make clear the number of Scheme Shares for which you would like to take up the Alternative Offer.

(ii) Return of the Form of Election

Once completed in accordance with the instructions set out above, the Form of Election must be returned in accordance with the instructions printed thereon together with the share certificate(s) or other document(s) of title relating to the TalkTalk Shares subject to the election by post or, during normal business hours only, by hand to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to be

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received by no later than 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended). A reply-paid envelope accompanies this document for your convenience and may be used by TalkTalk Shareholders within the United Kingdom only for returning the Form of Election.

(iii) Share certificate(s) not readily available or lost

If you hold TalkTalk Shares in certificated form but your share certificate(s) and/or other document(s) of title is/are not readily available or is/are lost, the Form of Election should nevertheless be completed, signed and returned as stated above so as to be received by no later than 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended) together with any share certificate(s) and/or other document(s) of title that you have available and a letter stating that the balance will follow or that you have lost one or more of your share certificate(s) and/or other document(s) of title. You should then arrange for the relevant share certificate(s) and/or other document(s) of title to be forwarded as soon as possible thereafter. In the case of lost share certificates or other documents of title you should write as soon as possible to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA for a letter of indemnity for lost share certificate(s) and/or other document(s) of title which, when completed in accordance with the instructions given, should be returned to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

(iv) Overseas Shareholders

The attention of TalkTalk Shareholders holding TalkTalk Shares in certificated form who are citizens or residents of jurisdictions outside the UK is drawn to paragraph 18 of Part II (Explanatory Statement) of this document and the relevant provisions of the Form of Election.

A TalkTalk Shareholder who executes a Form of Election will be deemed to have given a representation and warranty to TalkTalk and the Offeror that they are not a Restricted Overseas Shareholder.

(B) Procedures for TalkTalk Shareholders holding TalkTalk Shares in uncertificated form to elect

for the Alternative Offer

If your TalkTalk Shares are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer the TalkTalk Shares in respect of which you wish to make an election under the Alternative Offer to the appropriate escrow balances (that is, send a TTE instruction, specifying Equiniti (in its capacity as a CREST participant under its relevant participant ID referred to below) as the Escrow Agent, as soon as possible and, in any event, so that the transfer to escrow settles by no later than 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended)). You should note that settlement cannot take place at weekends or bank holidays (or such other times at which the CREST system is non-operational) and you should, therefore, ensure that you time the input of any TTE instruction accordingly.

If you are a CREST personal member or other CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your TalkTalk Shares are held. In addition, only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear in relation to your TalkTalk Shares.

You should send (or, if you are a CREST personal member or other CREST sponsored member, procure that your CREST sponsor sends) a TTE instruction to Euroclear which must be properly authenticated in accordance with Euroclear’s specifications and which must contain, in addition to the other information that is required for a TTE instruction to settle in CREST, the following details:

l the number of TalkTalk Shares in respect of which the election under the Alternative Offer relates and which are to be transferred to an escrow balance;

l the ISIN number for TalkTalk Shares, which is GB00B4YCDF59;

l your member account ID under which the TalkTalk Shares are held;

l your participant ID under which the TalkTalk Shares are held;

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l the relevant participant ID of the Escrow Agent (Equiniti, in its capacity as CREST receiving agent), which is 6RA07;

l the member account ID of the Escrow Agent which is RA606802;

l the intended settlement date, which should be as soon as possible and, in any event, no later than 1.00 p.m. on 3 March 2021 or such later time (if any) to which the right to make an election may be extended;

l the corporate action number for the Acquisition, which is allocated by Euroclear and will be available on screen from Euroclear;

l the standard TTE instruction of priority 80; and

l the contact name and telephone number inserted in the shared note field.

After settlement of the TTE instruction, you will not be able to access the TalkTalk Shares concerned in CREST for any transaction or charging purposes. If the Scheme is implemented in accordance with its terms, the Escrow Agent will cancel the Scheme Shares. You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.

You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE instruction relating to your TalkTalk Shares to settle prior to 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended). In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Please note that, if: (i) you elect for the Alternative Offer in respect of Scheme Shares which are held in CREST; and (ii) you fail to give the TTE Instructions to settle prior to the Election Return Time in accordance with the instructions set out above, your election for the Alternative Offer will to that extent be invalid and you will receive cash as if you had not elected for the Alternative Offer.

An election for the Alternative Offer is revocable. If you have submitted a TTE Instruction, you may withdraw your TTE Instruction through CREST by sending (or, if you are a CREST personal member or other CREST sponsored member, procuring that your CREST sponsor sends) an ESA instruction to settle in CREST by no later than 1.00 p.m. on 3 March 2021. Each ESA instruction must, in order for it to be valid and to settle, include the following details:

l the number of Scheme Shares to be withdrawn being all but not some of your Scheme Shares;

l your member account ID;

l your participant ID;

l the ISIN number of the Scheme Shares. This is GB00B4YCDF59;

l the participant ID of the Escrow Agent, which is 6RA07;

l the member account ID of the Escrow Agent, which is RA606802;

l the CREST transaction ID of the TTE Instruction to be withdrawn;

l the intended settlement date for the withdrawal;

l the corporate action number for the transaction: this is allocated by Euroclear and can be found by viewing the relevant corporate action details onscreen in CREST; and

l a CREST standard delivery instructions priority of 80.

Any such withdrawal will be conditional upon Equiniti verifying that the withdrawal request is validly made. Accordingly, Equiniti will, on behalf of TalkTalk and the Offeror, reject or accept the withdrawal by transmitting in CREST a receiving agent reject or receiving agent accept message.

S.10

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Alternatively, you may revoke an election for the Alternative Offer by notice in writing in accordance with paragraph 3 below.

3. Other provisions in relation to the Alternative Offer 3.1 Changes in holdings of Scheme Shares

If a Scheme Shareholder has made a valid Share Election in respect of all of their Scheme Shares, then:

(A) the validity of the Share Election shall not be affected by any alteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to the Scheme Record Time; and

(B) accordingly, the Share Election will apply in respect of all of the Scheme Shares which the Scheme Shareholder holds immediately prior to the Scheme Record Time.

If a Scheme Shareholder has made a valid Share Election in respect of a specified number of Scheme Shares and immediately prior to the Scheme Record Time the number of Scheme Shares held by such Scheme Shareholder:

(A) exceeds the number of Scheme Shares to which such election relates, then the validity of the election made by the Scheme Shareholder shall not be affected by any alteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to the Scheme Record Time and any reduction in that holding shall be treated first as a disposal of those Scheme Shares in respect of which no election was made; or

(B) is less than the number of Scheme Shares to which such election relates, then such Scheme Shareholder shall be treated as having made a valid election in respect of their entire holding of Scheme Shares.

3.2 Receipt of elections

No acknowledgement of receipt of any Form of Election, TTE instruction or other documents will be given. All communications, notices, other documents and remittances to be delivered by or to or sent to or from holders of Scheme Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Scheme Shares (or their designated agent(s)) at their own risk.

3.3 Multiple elections

If a Scheme Shareholder delivers more than one Form of Election under the Alternative Offer in respect of their Scheme Shares, in the case of an inconsistency between such Forms of Election, the last Form of Election which is delivered by the Election Return Time shall prevail over any earlier Form of Election. The delivery time for a Form of Election shall be determined on the basis of which Form of Election is last sent or, if the Registrars are unable to determine which is last sent, last received. Forms of Election which are sent in the same envelope will be treated as having been sent and received at the same time and, in the case of an inconsistency between such Forms of Election, none of them shall be treated as valid (unless TalkTalk and the Offeror otherwise determine in their absolute discretion).

3.4 Withdrawal or amendment of elections under the Alternative Offer

Elections in respect of the Alternative Offer made by the posting of a Form of Election may be withdrawn or amended by written notice received by post or, during normal business hours only, by hand to Equiniti by 1.00 p.m. on 3 March 2021 or, if the Court Hearing is adjourned to a later date, by 1.00 p.m. on the date which is five Business Days prior to that later date.

Please clearly specify whether you would like to withdraw or amend the election that you have made and ensure that your request contains an original signature. Any written requests of this nature should be sent to Equiniti Limited, at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Elections in respect of the Alternative Offer made in CREST by the settlement of a TTE instruction may be withdrawn or amended by the same dates as set out above in respect of elections made by Form of Election. For information about how to withdraw a TTE instruction, please refer to the CREST Manual or contact your CREST sponsor.

App 7, 9(b)

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Any question as to the validity (including time of receipt) of any notice of withdrawal will be determined by the Offeror whose determination (save as the Panel otherwise determines) will be final and binding. None of the Offeror, TalkTalk nor Equiniti or any other person will be under any duty to give notification of any defect in any notice of withdrawal or will incur any liability for failure to do so.

3.5 Validity of elections under the Alternative Offer

A Form of Election which is received in respect of TalkTalk Shares held in uncertificated form will NOT constitute a valid election under the Alternative Offer and will be disregarded. Holders of TalkTalk Shares in uncertificated form who wish to elect under the Alternative Offer should note that a TTE instruction will only be valid as at the relevant closing date if it has settled on or before that date.

Without prejudice to any other provision of this sub-paragraph 3.5 or the Form of Election or otherwise, the Offeror and TalkTalk reserve the right (subject to the terms of the Acquisition and the provisions of the Code) to treat as valid any election to participate in the Alternative Offer which is not entirely in order.

If any Form of Election or TTE instruction in respect of the Alternative Offer, is either received after 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended) or is received before such time and date but is not valid or complete in all respects at such time and date, such election shall, for all purposes, be void (unless TalkTalk and the Offeror, in their absolute discretion, elect to treat as valid any such election).

None of TalkTalk, the Offeror, Equiniti nor any of their respective advisers or any person acting on behalf of any one of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of elections under the Alternative Offer on any of the bases set out in this section or otherwise in connection therewith.

Scheme Shareholders who fail to make an election by 1.00 p.m. on 3 March 2021 (or such later time (if any) to which the right to make an election may be extended) or whose Form of Election or TTE instruction is invalid, or if TalkTalk (following consultation with the Offeror) determines that such Scheme Shareholder is a Restricted Overseas Shareholder, will be deemed not to have made an election under the Alternative Offer and will receive Cash Consideration under the terms of the Acquisition.

Any election made under the Alternative Offer shall cease to be valid, if:

(A) the Scheme lapses, is withdrawn or is not otherwise implemented in accordance with its terms; or

(B) in the case of Scheme Shares held in certificated form, a Scheme Shareholder withdraws such election by written notice to Equiniti within the relevant time period; or

(C) in the case of Scheme Shares held in uncertificated form, a Scheme Shareholder withdraws a TTE instruction within the relevant time period.

In such instance all share certificate(s) and/or other document(s) of title returned with any Form of Election will be returned to the relevant Scheme Shareholder as soon as possible and in any event by no later than 14 days after such lapse or withdrawal and the Escrow Agent will immediately give instructions for the release of any Scheme Shares held in escrow within CREST.

3.6 Deposits of TalkTalk Shares into, and withdrawals of TalkTalk Shares from, CREST

Normal CREST procedures (including timings and limitations) apply in relation to any TalkTalk Shares that are, or are to be, converted from uncertificated to certificated form or from certificated to uncertificated form during the course of the Scheme (whether any such conversion arises as a result of a transfer of TalkTalk Shares or otherwise). Holders of TalkTalk Shares who are proposing to convert any such TalkTalk Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the TalkTalk Shares as a result of the conversion to take all necessary steps in connection with an election under the Alternative Offer should they wish to do so (in particular, as regards delivery of share certificate(s) or other document(s) of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 3 March 2021 or such later time (if any) to which the right to make an election may be extended.

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4. General 4.1 Without prejudice to any other provisions of this Part V (Notes on making an election for the Alternative

Offer), the Offeror reserves the right (subject to the terms of the Acquisition and the provisions of the Code) to treat as valid in whole or in part any election for the Alternative Offer which is not entirely in order. No Consideration Shares will be issued in respect of any such election under the Alternative Offer until after the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to the Offeror have been received.

4.2 The Form of Election and all elections thereunder, all action taken or made or deemed to be taken or made pursuant to any of these terms and the relationship between a Scheme Shareholder and the Offeror or Equiniti will be governed exclusively by English law. Execution of a Form of Election or the sending of a TTE instruction by or on behalf of a Scheme Shareholder will constitute their agreement that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of the legal relationships established by the Form of Election or TTE instruction or otherwise arising in connection with the Acquisition and the Form of Election or TTE instruction (but, for the avoidance of doubt, not in respect of the Consideration Shares themselves), and for such purposes that they irrevocably submit to the exclusive jurisdiction of the courts of England.

4.3 All powers of attorney, appointments as agent and authorities on the terms conferred by or referred to in this document or in the Scheme are given by way of security for the performance of the obligations of the Scheme Shareholder concerned and are irrevocable (in accordance with section 4 of the Powers of Attorney Act 1971), except as required by law or as determined by the Panel in accordance with the Code.

4.4 No acknowledgement of receipt of any Form of Election, communication, notice, share certificate or other document of title will be given by or on behalf of the Offeror.

4.5 All communications, notices, certificates, documents of title and remittances to be delivered by or sent to, from or on behalf of any Scheme Shareholders (or their designated agents) will be delivered by or sent to or from them (or their designated agents) at their own risk. No such document will be sent to an address in a Restricted Jurisdiction.

4.6 The Offeror and its agents reserve the right to notify any matter to any Scheme Shareholder:

(A) with a registered address outside the UK; or

(B) whom the Offeror or its agent knows to be a nominee, trustee or custodian for a beneficial owner of Scheme Shares with a registered address outside the UK,

by announcement in the UK or paid advertisement in any daily newspaper published and circulated in the UK or any part thereof, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Scheme Shareholder to receive or see such notice. All references in this document to notice in writing, or the provision of information in writing, by or on behalf of the Offeror or its agents shall be construed accordingly.

5. Helpline If you are a TalkTalk Shareholder and you have any questions relating to this document, the Court Meeting, the General Meeting, the Acquisition or the Scheme or are in any doubt about the appointment of proxies or how to make an election under the Alternative Offer, please contact Equiniti on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK) between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to +44 371 384 2509 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones. Please note that calls to these numbers may be monitored or recorded and that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.

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PART VI

FINANCIAL INFORMATION ON TALKTALK

The following sets out the financial information in respect of TalkTalk as required by Rule 24.3 of the Code. The documents referred to below, the contents of which have been previously announced through a Regulatory Information Service, are incorporated into this document by reference pursuant to Rule 24.15 of the Code:

Audited consolidated accounts of TalkTalk

l The audited consolidated accounts of TalkTalk for the financial year ended on 31 March 2020 are set out on pages 71 to 132 (inclusive) of the annual report and accounts of TalkTalk for the financial year ended on 31 March 2020 available free of charge on TalkTalk’s website www.talktalkgroup.com.

l The audited consolidated accounts of TalkTalk for the financial year ended on 31 March 2019 are set out on pages 71 to 137 (inclusive) of the annual report and accounts of TalkTalk for the financial year ended on 31 March 2019 available free of charge on TalkTalk’s website www.talktalkgroup.com.

Interim statement of TalkTalk

l The unaudited consolidated financial statements of TalkTalk for the six months ended on 30 September 2020 are set out in TalkTalk’s announcement of its interim results for the six months ended on 30 September 2020 available free of charge on TalkTalk’s website www.talktalkgroup.com.

If you are reading this document in hard copy form, please enter one of the web addresses above in your web browser to be brought to the relevant document. If you are reading this document in electronic form, please click on the relevant web address below to be brought to the relevant document.

The above Annual Reports and Accounts and interim statement of TalkTalk are available in “read-only” format and can be printed from TalkTalk’s website. TalkTalk will provide within two Business Days of the request being received, without charge, to each TalkTalk Shareholder, person with information rights or other person to whom a copy of this document has been sent, upon their written or verbal request, a copy of any information incorporated by reference in this document. Copies of any information incorporated by reference in this document will not be provided unless such a request is made.

Requests for copies of any such document should be directed to the Company by email to [email protected], or by writing to the Company Secretary at TalkTalk Telecom Group PLC, Soapworks, Ordsall Lane, Salford, United Kingdom, M5 3TT, or by calling 020 3802 9138 between 9.00 a.m. and 5.00 p.m., Monday to Friday (other than UK public holidays).

24.3(e)

24.3(e)

24.15(d); 24.3(a)(iii) 24.3(a)(iv)

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PART VII

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD)

CR-2021-000132

IN THE MATTER OF TALKTALK TELECOM GROUP PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT (under Part 26 of the Companies Act 2006)

BETWEEN

TALKTALK TELECOM GROUP PLC

AND

THE SCHEME SHAREHOLDERS (as defined below)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

“Acquisition” the proposed acquisition by the Offeror of the entire issued and to be issued ordinary share capital of TalkTalk, pursuant to this Scheme

“Alternative Offer” the alternative offer under which TalkTalk Shareholders (other than Restricted Overseas Shareholders) may elect to receive Consideration Shares, in lieu of their entitlement to Cash Consideration, on the basis of one Consideration Share for each Scheme Share held

“Articles” the articles of association of TalkTalk as at the date of this Scheme and “Article” shall mean any article of those Articles

“Australia” the commonwealth of Australia, its states, possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof

“Business Day” a day (other than a Saturday, Sunday or public holiday) on which banks in London are open for normal business

“Canada” Canada, its possessions, provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof

24.3(d)(v)

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“Cash Consideration” the cash consideration due to a Scheme Shareholder from the Offeror in connection with the transfer of the Scheme Shares pursuant to clause 2 of this Scheme

where a share or other security is not in uncertificated form (that is, not in CREST)

“Code” the City Code on Takeovers and Mergers

“Companies Act” the Companies Act 2006 (as amended from time to time)

“Consideration Shares” the Offeror Ordinary Shares to be issued pursuant to the Alternative Offer

“Court” the High Court of Justice, Business and Property Courts of England and Wales, Companies Court

“Court Hearing” the hearing by the Court to sanction this Scheme under section 899 of the Companies Act

“Court Meeting” the meeting or meetings of Scheme Shareholders to be convened pursuant to an order of the Court under section 896 of the Companies Act and to be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP at 10.00 a.m. on 1 March 2021 for the purposes of considering and, if thought fit, approving this Scheme (with or without modification or amendment approved or imposed by the Court and agreed to by the Offeror and TalkTalk) and any adjournment, postponement or reconvention thereof

“Court Order” the order of the Court sanctioning this Scheme under section 899 of the Companies Act

“CREST” the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations

“CREST Manual” the CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com/CREST

“CREST payment” has the meaning giving in the CREST Manual

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time

“Effective” in the context of the Acquisition: (a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms, upon the delivery of the Court Order to the Registrar of Companies for registration; or (b) if the Acquisition is implemented by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act), the takeover offer having been declared or having become unconditional in all respects in accordance with the requirements of the Code

“Effective Date” the date on which the Court Order is delivered to the Registrar of Companies for registration and, accordingly, this Scheme becomes Effective in accordance with its terms

“certificated” or in “certificated form”

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“Election Return Date” means 3 March 2021 or such later date(s) as may be announced by TalkTalk to a Regulatory Information Service, such announcement being made prior to a date which would, absent such an announcement, be the Election Return Date

“Election Return Time” 1.00 p.m. on the Election Return Date

“Euroclear” Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 02878738

“Excluded Shares” any TalkTalk Shares which, at the relevant time, are:

(a) registered in the name of or beneficially owned by the Offeror or any other member of the Offeror Group (or their nominee(s)); or

(b) held in treasury

“FCA” the Financial Conduct Authority or its successor from time to time

“Form of Election” the yellow form of election for use in respect of the Alternative Offer by Scheme Shareholders (other than Restricted Overseas Shareholders) who hold their TalkTalk Shares in certificated form only

“FSMA” the Financial Services and Markets Act 2000 (as amended from time to time)

“General Meeting” the general meeting of TalkTalk Shareholders to be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP at 10.15 a.m. on 1 March 2021 (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) (including any adjournment, postponement or reconvention thereof) for the purpose of considering and, if thought fit, approving the Special Resolution, notice of which is set out in Part XII of the Scheme Document, and any adjournment, postponement or reconvention thereof

“holder” a registered holder of shares, including any person entitled by transmission

“Japan” Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any political subdivision thereof

“Listing Rules” the listing rules made by the FCA pursuant to section 73A of FSMA (as amended from time to time)

“Long Stop Date” 30 June 2021 or such later date (if any) as the Offeror and TalkTalk may agree, with the consent of the Panel, and which (if required) the Court may allow

“members” unless the context otherwise requires, members of TalkTalk on its register of members at any relevant date

“Offeror” Tosca IOM Limited, a company incorporated in England and Wales with registered number 12903683 whose registered office is at Level 13, Broadgate Tower, 20 Primrose Street EC2A 2EW

“Offeror Group” the Offeror and its subsidiary undertakings from time to time

“Offeror Ordinary Shares” ordinary shares of £0.01 each in the capital of the Offeror

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the ordinary shares of 0.1 of a penny each in the capital of TalkTalk

“Panel” the Panel on Takeovers and Mergers

the lawful currency of the United Kingdom

“Registrar of Companies” the Registrar of Companies for England and Wales

“Registrars” Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

an information service authorised from time to time by the FCA for the purposes of disseminating regulatory announcements

“Restricted Jurisdiction” Japan, Canada, Australia (or their respective territories) or any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to TalkTalk Shareholders in that jurisdiction

a person (including, without limitation, an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom TalkTalk (following consultation with the Offeror) reasonably believes to be in, or resident in, Australia, Canada or Japan and persons in any other jurisdiction whom TalkTalk (following consultation with the Offeror) is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which TalkTalk (following consultation with the Offeror) regards as unduly onerous

“Scheme” this scheme of arrangement proposed to be made under Part 26 of the Companies Act between TalkTalk and the Scheme Shareholders in order to implement the Acquisition, upon the terms and subject to the conditions set out in the Scheme Document (with or subject to any modification, addition or condition imposed or, if required, approved by the Court and to which the Offeror and TalkTalk may agree)

“Scheme Document” the document dated 5 February 2021 sent by TalkTalk to the TalkTalk Shareholders, of which this Scheme forms part

“Scheme Record Time” 6.00 p.m. on the Business Day immediately following the date of the Court Hearing

“Scheme Shareholders” holders of a Scheme Share, and a “Scheme Shareholder” shall mean any one of the Scheme Shareholders

“Scheme Shares” all TalkTalk Shares:

(i) in issue at the date of this Scheme;

(ii) if any, issued after the date of this Scheme, but before the Voting Record Time; and

“Ordinary Shares” or “TalkTalk Shares”

“pounds”, “£”, “pence”, “p” or “Sterling”

“Regulatory Information Service”

“Restricted Overseas Shareholders”

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(iii) if any, issued at or after the Voting Record Time but on or before the Scheme Record Time either on terms that the original or any subsequent holders are bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme,

but, in each case, other than any Excluded Shares

in relation to any document, announcement or other information, includes distribution in hard copy form, electronic form or publication on a website in such manner as shall be permitted by the Code or otherwise with the Panel’s consent

“Share Election” has the meaning given to it in clause 3.1 of this Scheme

“Special Resolution” the special resolution to be proposed at the General Meeting

“TalkTalk” or “Company” TalkTalk Telecom Group PLC, a company incorporated and registered in England and Wales with company number 07105891 and whose registered office is at Soapworks, Ordsall Lane, Salford, United Kingdom, M5 3TT

“TalkTalk Shareholders” holders of TalkTalk Shares

“Toscafund” Toscafund Asset Management LLP, a limited liability partnership registered in England and Wales with registered number OC320318 whose registered office is at Ferguson House, 15 Marylebone Road, London NW1 5JD

“Tosca Investors” Tosca Opportunity, Tosca Mid Cap, The Pegasus Fund Limited, TEMF Ltd, Tosca Service III LP, Tosca Select LP and Tosca Recovery Select SPV, each advised by Toscafund

“TTE instruction” a transfer to escrow instruction (as defined in the CREST Manual)

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST

“VAT” value added tax as provided under the Value Added Tax Act 1994

“Voting Record Time” 6.30 p.m. on 25 February 2021, being the day which is two days before the date of the Court Meeting or, if such Court Meeting is adjourned, 6.30 p.m. on the day which is two days before the date of such adjourned meeting

(B) As at 2 February 2021 (being the latest practicable date prior to the date of this Scheme), the issued share capital of TalkTalk is £1,146,269.67, divided into 1,146,269,670 Ordinary Shares of 0.1 of a penny each, all of which have been credited as fully paid.

(C) As at 2 February 2021 (being the latest practicable date prior to the date of this Scheme), the issued share capital of the Offeror is £1, divided into 100 ordinary shares of 1 pence each, all of which have been credited as fully paid.

(D) As at 2 February 2021 (being the latest practicable date prior to the date of this Scheme), there were no Excluded Shares. As at 2 February 2021 (being the latest practicable date prior to the date of this Scheme), there were no TalkTalk Shares held by TalkTalk in treasury.

“send”, “sent” or “sending” or any similar expression

“uncertificated” or in “uncertificated form”

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(E) The Offeror has agreed, subject to satisfaction or (where applicable) waiver of the conditions set out in the document of which this Scheme forms part, to appear by counsel at the Court Hearing, to submit to be bound by and to undertake to the Court to be bound by this Scheme and to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

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THE SCHEME

1. Transfer of the Scheme Shares 1.1 On the Effective Date, the Offeror (or such of its nominee(s) as are agreed between the Offeror and

TalkTalk) shall acquire all of the Scheme Shares, fully paid-up with full title guarantee and free from all liens, equities, charges, encumbrances, options and, subject to the articles of association of TalkTalk, rights of pre-emption and any other interests whatsoever, together with all rights attached thereto including, but not limited to, voting rights and the right to receive all dividends, other distributions and other entitlements declared, paid or made thereon by reference to a record date on or after the Effective Date.

1.2 For the purposes of such acquisition, the Scheme Shares shall be transferred to the Offeror (or such of its nominee(s) as are agreed between the Offeror and TalkTalk) by means of a form of transfer or other instrument or instruction of transfer or by means of CREST and to give effect to such transfers any person may be appointed by the Offeror as attorney and/or agent and/or otherwise and shall be authorised as such attorney and/or agent and/or otherwise on behalf of the relevant Scheme Shareholder to execute (whether as a deed or otherwise) and deliver as transferor a form of transfer or other instrument or instruction of transfer, or procure the transfer by means of CREST, of such Scheme Shares and every form, instrument or instruction of transfer so executed shall be as effective as if it had been executed by the holder or holders of the Scheme Shares thereby transferred.

2. Consideration for the transfer of the Scheme Shares In consideration of, and subject to, the transfer of the Scheme Shares pursuant to clause 1.1, the Offeror shall (subject to clauses 3, 4 and 6) pay cash to, or for the account of, the Scheme Shareholders (as appearing on the register of members of TalkTalk at the Scheme Record Time) on the following basis:

for each Scheme Share 97 pence in cash

3. Alternative Offer 3.1 Elections for Consideration Shares may be made by Scheme Shareholders (other than a Restricted

Overseas Shareholder) (each an “elector”) in lieu of the payment of any Cash Consideration pursuant to clause 2 (each such election being a “Share Election”). A Scheme Shareholder may make a Share Election in respect of all or any part of their holding of Scheme Shares. Elections made by Scheme Shareholders under the Alternative Offer will not affect the entitlements of Scheme Shareholders who do not make any such election, each of whom shall receive Cash Consideration pursuant to clause 2.

3.2 Conditional on and subject to the remaining provisions of this clause 3, to the extent that any Scheme Shareholder (other than a Restricted Overseas Shareholder) validly elects for the Alternative Offer in respect of all or some of their Scheme Shares in accordance with this clause 3, the Offeror shall make no payment of Cash Consideration to such Scheme Shareholder in respect of the Scheme Shares in relation to which a Share Election is made and the Offeror shall, in consideration for the transfer of such Scheme Shares to the Offeror (and/or such of its nominee(s) as are agreed between the Offeror and TalkTalk), issue and deliver Consideration Shares to such Scheme Shareholder (provided such Scheme Shareholder appears in the register of members of the Company at the Scheme Record Time) on the following basis:

1 Consideration Share

General provisions in respect of Consideration Shares:

3.3 The Consideration Shares allotted and issued pursuant to clause 3.2 shall be allotted and issued credited as fully paid and free from all liens, charges, options, encumbrances and, subject to the Offeror Articles, rights of pre-emption and any other interests whatsoever, shall rank pari passu with all other Offeror Ordinary Shares in issue on the Effective Date and shall have the right to receive all dividends,

for each Scheme Share in respect of which the Scheme Shareholder (other than a Restricted Overseas Shareholder) has validly elected for the Alternative Offer

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distributions and other entitlements made or paid or declared thereon by reference to a record date on or after the Effective Date.

3.4 A Scheme Shareholder (who is not a Restricted Overseas Shareholder) may make a Share Election in respect of all or part of his holding of Scheme Shares. An election shall only be accepted under the Alternative Offer in respect of a whole number of Scheme Shares. Any election which is made in respect of a number of Scheme Shares which is not a whole number shall be deemed to be made in respect of the nearest whole number of Scheme Shares when rounded down.

3.5 Each Share Election by Scheme Shareholders who hold their Scheme Shares in certificated form only (that is, not in CREST) shall be made by completion of a Form of Election which shall be signed by the Scheme Shareholder or their duly authorised agent (or in the case of a body corporate, signed by an authorised representative) and in the case of joint holders in like manner by or on behalf of all such holders. The instructions, terms, authorities, warranties and provisions contained in, or deemed to be incorporated in, the Form of Election and in paragraphs 3 and 4 of Part V of the document of which this Scheme forms part constitute part of the terms of this Scheme. To be effective, the Form of Election must be completed and returned using the reply envelope provided (for Scheme Shareholders residing in the UK) in accordance with the instructions printed thereon so as to arrive by no later than the Election Return Time to Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. If a Form of Election is received after the Election Return Time or is received before such time but is not, or is deemed not to be, valid or complete in all respects at such time, then such Form of Election shall be void unless TalkTalk and the Offeror, in their absolute discretion, elect to treat as valid any such Form of Election. No consideration will be issued until such invalidity is corrected.

3.6 Each Share Election by Scheme Shareholders who hold their Scheme Shares in uncertificated form only (that is, in CREST) shall be made by the sending and settlement of a TTE instruction. To be effective the TTE instruction must settle by no later than the Election Return Time. If such an election is received after the Election Return Time or is received before such time but is not, or is deemed not to be, valid or complete in all respects at such time, then such Share Election shall be void unless TalkTalk and the Offeror, in their absolute discretion, elect to treat as valid in whole or in part any such election. No consideration will be issued until such invalidity is corrected.

3.7 Upon execution and delivery by a Scheme Shareholder of a valid Form of Election or the sending and settlement of a valid TTE instruction, such Scheme Shareholder shall be bound by the terms and provisions contained in the Form of Election or the TTE instruction (as the case may be) and by the terms and provisions contained in paragraphs 3 and 4 of Part V of the document of which Scheme forms part.

3.8 The provisions of this clause 3 of this Scheme shall be subject to any prohibition or condition imposed by law and, in the case of Overseas Shareholders and Restricted Overseas Shareholders, to the provisions of clause 6 of this Scheme.

3.9 If a Scheme Shareholder has made a valid Share Election in respect of all of their Scheme Shares, then:

(a) the validity of the Share Election shall not be affected by any alteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to the Scheme Record Time; and

(b) accordingly, the Share Election will apply in respect of all of the Scheme Shares which the Scheme Shareholder holds immediately prior to the Scheme Record Time.

3.10 If a Scheme Shareholder has made a valid Share Election in respect of a specified number of Scheme Shares and immediately prior to the Scheme Record Time the number of Scheme Shares held by such Scheme Shareholder:

(a) exceeds the number of Scheme Shares to which such election relates, then the validity of the election made by the Scheme Shareholder shall not be affected by any alteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to the Scheme Record Time and any reduction in that holding shall be treated first as a disposal of those Scheme Shares in respect of which no election was made; or

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(b) is less than the number of Scheme Shares to which such election relates, then such Scheme Shareholder shall be treated as having made a valid election in respect of their entire holding of Scheme Shares.

3.11 A Form of Election duly completed and delivered or a TTE instruction given in accordance with this clause 3 may be withdrawn by notice to the Registrars in writing (in the case of a Form of Election) or through CREST (in the case of a TTE instruction) so as to be received, in either case by 1.00 p.m. on 3 March 2021 or, if the Court Hearing is adjourned to a later date, by 1.00 p.m. on the date which is five Business Days prior to that later date.

3.12 If a Scheme Shareholder delivers more than one Form of Election or submits more than one TTE instruction in respect of their Scheme Shares, in the case of an inconsistency between such Forms of Election or TTE instruction, the last Form of Election or TTE instruction which is delivered by the Election Return Time shall prevail over any earlier Form of Election or TTE instruction. The delivery time for a Form of Election or TTE instruction shall be determined on the basis of which Form of Election or TTE instruction is last sent or, if the Registrars are unable to determine which is last sent, is last received. Forms of Election which are sent in the same envelope shall be treated for these purposes as having been sent and received at the same time and, in the case of an inconsistency between such Forms of Election, none of them shall be treated as valid (unless TalkTalk and the Offeror otherwise determine in their absolute discretion).

3.13 The entitlements of holders of Scheme Shares to which the Tosca Investors are beneficially entitled pursuant to Share Elections made under this Scheme shall be scaled back by the Registrars with the prior approval of the Offeror and Toscafund so as to give full effect to the provisions of the irrevocable undertaking made by Toscafund on behalf of the Tosca Investors dated 17 December 2020 and as described in paragraph 8 of Part IX of the document of which this Scheme forms part. Minor adjustments to the entitlements of Scheme Shareholders pursuant to Share Elections made under this Scheme may be made by the Registrars with the prior consent of TalkTalk and the Offeror on a basis that TalkTalk and the Offeror consider to be fair and reasonable. Any scaling back or adjustments made in accordance with this paragraph 3.13 shall be final and binding on Scheme Shareholders.

3.14 Neither the Offeror nor TalkTalk shall be liable to any Scheme Shareholder in respect of any adjustment, decision or determination made pursuant to this clause 3.

4. Dividends If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by TalkTalk in respect of a TalkTalk Share on or after the date of this Scheme and prior to the Scheme becoming Effective, the Offeror shall be entitled to reduce the value of the cash consideration payable for each Scheme Share by all or part of the amount of such dividend, distribution or return of value except where the Scheme Share is or will be acquired pursuant to the Scheme on a basis which entitles the Offeror to receive the dividend, distribution or return of value and to retain it. Any exercise by the Offeror of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. In such circumstances, Scheme Shareholders shall be entitled to receive and retain any such dividend, distribution or return of value proposed, declared, made paid or becoming payable.

5. Settlement 5.1 No later than 14 days after the Effective Date, the Offeror shall satisfy the consideration due to Scheme

Shareholders in accordance with clause 5.2 or clause 5.3 (as applicable).

5.2 Settlement of the Cash Consideration shall be effected as follows:

(a) in the case of Scheme Shares which at the Scheme Record Time are held in certificated form, the Offeror shall deliver or procure the delivery to each of the relevant Scheme Shareholders (or such other person as they may direct), in accordance with the provisions of clauses 5.4 and 5.5, of cheques for the Cash Consideration payable to the relevant Scheme Shareholder in accordance with clause 2; or

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(b) in the case of Scheme Shares which at the Scheme Record Time are held in uncertificated form, the Offeror shall procure the making of a CREST payment in favour of each relevant Scheme Shareholder’s payment bank, in accordance with the CREST assured payment arrangements, in respect of the Cash Consideration due to them provided that the Offeror reserves the right to pay any Cash Consideration referred to in this clause to all or any relevant Scheme Shareholders in CREST at the Scheme Record Time in the manner referred to in clause 5.2(a) if, for any reason, it wishes to do so,

in each case within 14 days of the Effective Date.

5.3 Settlement of the consideration to be satisfied by the issue of Consideration Shares shall be effected by the issue of the Consideration Shares to which the relevant Scheme Shareholder is entitled (regardless of whether the Scheme Shares are held in certificated or uncertificated form) in certificated form only. Definitive share certificates for Consideration Shares will be despatched to each relevant Scheme Shareholder (or such other person as they may direct) within 14 days of the Effective Date.

5.4 All deliveries of cheques or certificates in respect of Consideration Shares pursuant to this Scheme shall be effected by the Offeror sending the same by first class post in pre-paid envelopes addressed to the persons respectively entitled thereto (or by such other method as may be approved by the Panel) at their respective addresses as appearing in the register of members of TalkTalk or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in such register (except, in either case, as otherwise directed in writing) at the Scheme Record Time, and none of TalkTalk, the Offeror or the Registrars or any of their nominees or trustees referred to in clause 6 shall be responsible for any loss or delay in the transmission or delivery of any cheques or certificates in respect of the Consideration Shares and/or payment sent in accordance with this clauses which shall be sent at the risk of the persons entitled thereto.

5.5 All cheques shall be in pounds sterling and drawn on a United Kingdom clearing bank, provided that, if the amount payable to any such Scheme Shareholder exceeds £1 million, the Offeror shall be entitled to make arrangements with such Scheme Shareholder to facilitate electronic payment of such amount in lieu of a cheque, and shall be made payable to the Scheme Shareholder concerned or, in the case of joint holders, to the holder whose name stands first in the register of members of the Company in respect of the joint holding concerned at the Scheme Record Time and the encashment of any such cheque or the creation of any such assured payment obligation as is referred to in clause 5.2 shall be a complete discharge for the monies represented thereby.

5.6 The provisions of this clause 5 shall be subject to any condition or prohibition imposed by law.

6. Overseas Shareholders 6.1 The provisions of clauses 2, 3 and 5 shall be subject to any prohibition or condition imposed by law.

Without prejudice to the generality of the foregoing, if, in the case of any TalkTalk Shareholder who is resident in, ordinarily resident in, or citizens or nationals of, jurisdictions outside the United Kingdom (an “Overseas Shareholder”), the Offeror is advised that:

(a) the allotment and issue to such Overseas Shareholder of Consideration Shares under clause 3; or

(b) the provision to such Overseas Shareholder of the right to make an election under the Alternative Offer pursuant to clause 3,

would or might infringe the laws of the relevant jurisdiction or would or might require the Offeror to obtain or observe any governmental or other consent or any registration, filing or other formality with which the Offeror is unable to comply, or compliance with which the Offeror regards as unduly onerous, then the Offeror may, in its sole discretion, require TalkTalk to treat such Scheme Shareholder as a Restricted Overseas Shareholder for the purposes of this Scheme and any purported Share Election by such Scheme Shareholder shall be void and Consideration Shares will not be issued to such Overseas Shareholder who will instead receive Cash Consideration in accordance with the terms of the Acquisition. The omission to send a Form of Election to any such Scheme Shareholder shall not constitute a breach by TalkTalk or the Offeror (as the case may be) of any of their respective obligations under this Scheme.

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6.2 All Scheme Shareholders who are Restricted Overseas Shareholders shall receive Cash Consideration and there shall be no issue of Consideration Shares to such Scheme Shareholders.

6.3 Neither the Offeror nor TalkTalk shall not be liable to any Scheme Shareholder in respect of any determination made pursuant to this clause 6.

7. Certificates and cancellations With effect from, or as soon as practicable after, the Effective Date:

(a) all certificates representing Scheme Shares shall cease to be valid as documents of title to the Scheme Shares comprised therein and every holder thereof shall be bound at the request of TalkTalk to deliver up the same to TalkTalk, or as it may direct, or to destroy the same;

(b) TalkTalk shall procure that Euroclear is instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form and (if necessary) to rematerialise such entitlements; and

(c) subject to delivery of such form of transfer or other instrument or instruction of transfer as may be required by clause 1 and the payment of stamp duty (if any) thereon, TalkTalk shall procure that appropriate entries are made in the register of members of TalkTalk to reflect the transfer of the Scheme Shares to the Offeror (and/or its nominee(s) (as the case may be)).

8. Authority pending registration of transfer and power of attorney With effect from the Effective Date and until the register of members of TalkTalk is updated to reflect the transfer of the Scheme Shares to the Offeror (and/or its nominees(s) (as the case may be)) pursuant to clause 1:

(a) the Offeror or its agents shall be entitled to direct the exercise of any votes and any or all other rights attaching to the Scheme Shares (including, but not limited to, the right to requisition the convening of a general meeting of TalkTalk);

(b) each Scheme Shareholder authorises TalkTalk and/or its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Scheme Shareholder as a member of TalkTalk or in respect of his Scheme Shares (including any share certificate(s) or other document(s) of title issued as a result of the conversion of his Scheme Shares into certificated form) to the Offeror at its registered office;

(c) each Scheme Shareholder irrevocably appoints the Offeror and/or any one or more of its directors as its agent and/or attorney (each an “Attorney”) to:

(i) execute on behalf of such Scheme Shareholder all such documents, and do all such things, as may in the opinion of one or more of the Attorneys, acting in their sole discretion, be necessary or desirable in connection with the exercise of any votes or other rights attaching to the relevant Scheme Shares; and

(ii) without prejudice to the generality of clause 8(c)(i):

(A) execute any consent to short notice of a general meeting or separate class meeting of TalkTalk as attorney or agent for, and on behalf of, such Scheme Shareholder;

(B) attend and/or execute a form of proxy in respect of the Scheme Shares held by such Scheme Shareholder appointing any person nominated by one or more of the Attorneys to attend general and separate class meetings of TalkTalk (or any adjournment thereof); and

(C) exercise or refrain from exercising the votes attaching to the Scheme Shares held by such Scheme Shareholder on such Scheme Shareholder’s behalf; and

(d) each Scheme Shareholder irrevocably undertakes not to exercise any votes or other rights attaching to his Scheme Shares without the consent of the Offeror and not to appoint a proxy or representative for, or to attend, any general meeting or separate class meeting of TalkTalk.

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9. The Effective Date 9.1 This Scheme shall be effective upon a copy of the Court Order having been delivered to the Registrar

of Companies for registration.

9.2 Unless this Scheme shall become effective by 6.00 p.m. on the Long Stop Date, or such later time and date as TalkTalk and the Offeror may agree and the Court may think fit to approve or impose, this Scheme shall not become effective and the Acquisition shall not proceed.

10. Modification TalkTalk and the Offeror may jointly consent on behalf of all persons affected to any modification of, or addition to, this Scheme or to any condition which the Court may approve or impose.

11. Governing law This Scheme is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the English Courts. The rules of the City Code on Takeovers and Mergers apply to this Scheme.

Dated: 5 February 2021

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PART VIII

RULE 24.11 ESTIMATE OF VALUE LETTER

The Directors Tosca IOM Limited Level 13 Broadgate Tower 20 Primrose Street London EC2A 2EW

5 February 2021

Recommended acquisition of TalkTalk Telecom Group PLC (“TalkTalk”)

by Tosca IOM Limited (the “Offeror”)

Estimated Value of Consideration Shares

Dear Sirs,

Pursuant to the requirements of the Code, you have requested our view as to an estimated value of the unlisted ordinary shares in the capital of Tosca IOM Limited offered by the Offeror for each Scheme Share in TalkTalk (the “Estimated Value”) pursuant to the Alternative Offer (as defined below).

Under the terms of the Acquisition, as an alternative to the Cash Offer, Scheme Shareholders may elect to receive one unlisted ordinary share in the capital of the Offeror (a “Consideration Share”) for each Scheme Share held (the “Alternative Offer”). A Scheme Shareholder may elect to take up the Alternative Offer in respect of all or part of his holding of Scheme Shares. The Consideration Shares will be unlisted securities and we understand from the Offeror that there are no plans to seek a public quotation on any stock exchange.

Capitalised terms used in this letter will, unless otherwise stated, have the same meaning given to them in the document of which this letter forms part dated 5 February 2021 (the “Scheme Document”).

The terms and conditions of the Alternative Offer are further described in the Scheme Document.

Purpose This estimate of value has been provided to the directors of the Offeror solely for the purposes of Rule 24.11 of the Code in connection with the Acquisition and shall not be used or relied upon for any other purpose whatsoever. It is not addressed to and may not be relied upon by any third party for any purpose whatsoever and Panmure Gordon (UK) Limited (“Panmure Gordon”) expressly disclaims any duty or liability to any third party with respect to the contents of this letter.

Our view as expressed in this letter is limited to an estimate of the value of the Consideration Shares available under the Alternative Offer as at 2 February 2021 (being the latest practicable date prior to the posting of the Scheme Document), given a willing buyer and seller, neither being under any compulsion to buy or sell, dealing on an arm’s length basis and where each party has knowledge of all relevant information.

The Estimated Value does not represent the value that a holder of the Consideration Shares may realise on any future sale of the Consideration Shares; such a value may be higher or lower than the figure in this letter. The Estimated Value may also differ substantially from estimates available from other sources. Panmure Gordon assumes no obligation to update or revise the Estimated Value based upon circumstances or events occurring after the date hereof.

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We have assumed for the purposes of this letter that the Consideration Shares are already in issue, that the Acquisition has become effective in accordance with its terms, that the conditions to the issue and allotment of Consideration Shares under the Alternative Offer have been satisfied or (if applicable) waived (without adverse effect) and that the Offeror has acquired the entire issued and (if applicable) to be issued share capital of TalkTalk.

Information In arriving at the Estimate of Value, we have reviewed and considered, among other things:

l certain publicly available financial statements and other business and financial information relating to TalkTalk;

l certain information provided by representatives of the Offeror and Tosca Penta relating to the operations, financial condition and prospects of the Offeror Group (including TalkTalk);

l the financial projections of the Offeror Group (the “Financial Projections”), including certain internal financial analyses and forecasts, prepared by or at the direction of the Offeror Board relating to the business, operations, financial condition and prospects of the Offeror Group;

l the commercial assessment of the Offeror Board with respect to the business, operations, financial condition and prospects of the Offeror Group;

l the rights and restrictions attached to the Consideration Shares as summarised and contained in the Scheme Document, the Shareholders’ Agreement and the Offeror Articles;

l the Offeror Board’s and Tosca Penta’s discussions with TalkTalk’s senior management as to the past and current operations and financial condition and prospects of TalkTalk;

l the terms of the Acquisition and its proposed financing; and

l such other analyses and such other information as we considered appropriate for the purpose of this letter.

In addition, we have met with certain members of the Offeror Board and representatives of Tosca Penta to discuss the above, as well as the Acquisition and other matters we believed to be relevant to our enquiry and we have considered and relied on their commercial assessment.

In performing our analyses, we have relied on, and assumed, without independent verification (nor have we assumed responsibility or liability for independently verifying), the accuracy and completeness of all information that was publicly available or which was furnished to or discussed with us by the Offeror and Tosca Penta or otherwise reviewed by or for us for the purposes of this letter. In relying on financial analyses, projections or forecasts provided to us or derived therefrom, we have assumed that they have been reasonably and properly prepared based on assumptions reflecting the best currently available estimates and judgements by the Offeror Board and Tosca Penta of the future financial performance of the Offeror Group to which such analyses, projections or forecasts relate. We express no view as to such analyses, projections or forecasts or the assumptions on which they were based.

We have not made any valuation or appraisal of the assets and liabilities of the Offeror Group, nor have we sought or been provided with any such valuation or appraisal, nor have we evaluated the solvency of the Offeror Group (including TalkTalk) under any applicable laws relating to bankruptcy, insolvency or similar matters.

If any of the information or assumptions relied upon prove to be incorrect, the actual value of a Consideration Share may be different from, including potentially considerably less than or more than, the Estimated Value. Our view as expressed in this letter is necessarily based on economic, market and other conditions, the prospects of the Offeror Group and other factors which generally influence the valuation of companies and securities, in each case as they exist at the date hereof and on the information made available to us as of the date of this letter. The Estimated Value is being arrived at during a period of unusual volatility in the financial markets. It should be understood that subsequent developments and/or changes to prevailing financial, economic and market conditions, the financial condition and prospects of the Offeror Group (and other factors which generally influence the valuation of companies and securities, including the unknown and uncertain impact of COVID-19) may affect the views provided in this letter and that we assume no obligation to update, revise or reaffirm the views expressed in this letter, unless otherwise required by the Code.

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Without limitation to the foregoing, in performing this analysis, Panmure Gordon has relied upon numerous assumptions provided by the Offeror and Tosca Penta with respect to future industry performance and general business, economic and market conditions, many of which are beyond the control of the Offeror and Tosca Penta. Consequently, the view expressed in this letter is not necessarily indicative of the amount which might be realised upon a sale of Consideration Shares.

Methodology In arriving at the Estimated Value, Panmure Gordon has, among other things, used a range of widely accepted valuation methods including, inter alia, comparable company trading multiples, comparable precedent transaction multiples and discounted cashflow analysis based on the financial projections for the business prepared by the Offeror and reflecting the proposed financing structure for the Offeror Group (including future equity issuances), and certain estimated transaction expenses expected to be incurred in relation to the Acquisition. We have also considered the lack of a liquid market for the Consideration Shares.

The Estimated Value is based on theoretical valuation techniques and is sensitive to changes in assumptions about the future financial performance of the Offeror Group. As a result, there can be no assurance that the actual value of a Consideration Share will not be higher or lower than the Estimated Value.

The valuation of non-publicly traded securities is inherently imprecise and is subject to certain uncertainties and contingencies, all of which are difficult to predict and are beyond our control. Reasons for this inherent uncertainty, include but are not limited to, the following factors:

l the Consideration Shares are unquoted and there is no current intention or expectation that they will be listed or admitted to trading on any exchange or market for the trading of securities and the Consideration Shares will therefore be illiquid;

l the Consideration Shares will be subject to certain restrictions on transfer which may reduce the likelihood of a third party offering to purchase Consideration Shares and therefore holders of Consideration Shares may not be able to recover the value of their original investment or readily crystallise any increase in the value of their investment;

l the Consideration Shares will be subject to certain drag-along and tag-along rights (as more particularly set out in the Scheme Document) and, in respect of the drag-along provisions, Scheme Shareholders who elect to become holders of Consideration Shares may therefore be required to sell their Consideration Shares at any time at a price that is not negotiated by them;

l further issues of Consideration Shares may be necessary and may have a dilutive effect on Scheme Shareholders who elect to become holders of Consideration Shares, although such holders shall generally have customary pro-rata pre-emption rights on any proposed new issuance of equity securities;

l no dividends or other distributions are currently contemplated in respect of the Consideration Shares;

l the Offeror is not a company to which the Code applies and therefore the protections of the Code may not be available to Scheme Shareholders electing for the Alternative Offer; and

l the holders of Consideration Shares will not enjoy minority protection rights save for those reflected and summarised in the Scheme Document.

The taxation position of individual shareholders will vary and so we have not taken account of the effects of any taxation exemptions, allowances or reliefs available for the purposes of income, capital gains, inheritance or any other applicable tax, duty or levy, notwithstanding that these may be significant in the case of some shareholders.

No account has been taken of any potential transaction costs that a holder of a Consideration Share may incur, including any associated dealing costs, or any potential costs that may be associated with a sale of the Offeror to a third party or a liquidation of the Offeror and which might be expected to reduce any return to a holder of a Consideration Share upon the occurrence of such an event.

Estimated Value On the basis of and subject to the foregoing, it is our view that, as at the date of this letter if the Consideration Shares had been in issue as at the Latest Practicable Date before the date of publication of the Scheme Document, the estimated value of each Consideration Share would be within a range of 66.3 pence and

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92.8 pence, based on the Financial Projections and there being no additional issuances by any member of the Offeror Group.

Any assessment of the value of the Alternative Offer and the Consideration Shares needs to take into account an individual eligible Scheme Shareholder’s assessment of an appropriate discount given the factors outlined above. As noted above, the Estimated Value only incorporates an assumed level of discount for trading illiquidity. The Estimated Value does not incorporate a discount for other structural features and risk factors pertaining to the Consideration Shares nor any potential upside from acquisitions; each Scheme Shareholder should individually take these factors into account.

The eligible Scheme Shareholders who may be considering taking up Consideration Shares should read carefully all the information relating to the Alternative Offer and the Consideration Shares contained in the Scheme Document, including, without limitation, the section headed “Risk factors and other investment considerations relating to the Consideration Shares” contained in paragraph 8 of Part IV (The Alternative Offer and the Offeror Group) of the Scheme Document.

General Panmure Gordon is acting as sole financial adviser to the Offeror in connection with the Acquisition and no one else solely for the purposes of providing this letter in accordance with Rule 24.11 of the Code in connection with the Acquisition. Panmure Gordon will not be responsible to anyone other than the Offeror for providing the protections afforded to the clients of Panmure Gordon or for giving advice in connection with the Acquisition or any other matter referred to in the Scheme Document or this letter.

Panmure Gordon has not provided, nor will it provide, legal, tax, regulatory, accounting, actuarial, environmental, information technology or other specialist advice, and nothing in this letter should be taken to reflect any such advice. For the avoidance of doubt, Panmure Gordon expresses no opinion or recommendation to any person as to whether they should vote in favour of the Acquisition or whether they should make any particular elections under the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial advice, tax and legal advice and a full consideration of the Scheme Document and the other documents in relation to the Acquisition. Panmure Gordon expresses no opinion (whether as to the fairness or otherwise) as to the financial terms of the Acquisition.

This letter is provided solely for the benefit and use of the Offeror Board for the purposes of Rule 24.11 of the Code in connection with the Acquisition and for no other purpose. This letter is not addressed to, or provided on behalf of, nor shall it confer any rights or remedies upon, any shareholder, creditor or any other person other than the Offeror Board for the aforesaid purpose. Without prejudice to the generality of the foregoing, this letter does not constitute a recommendation to, or for the benefit of, any Scheme Shareholder as to whether such Scheme Shareholder should vote in favour of the Scheme at the Court Meeting or the resolution at the General Meeting in order to give effect to the Acquisition or whether any such Scheme Shareholder should accept the Cash Offer or make any election pursuant to the Alternative Offer. Other than as required pursuant to the Code or as the Panel or the Court may otherwise require, this letter may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval in each case.

This letter may be reproduced in full in the Scheme Document to be sent to Scheme Shareholders on the basis that no duties or responsibilities are accepted by Panmure Gordon to any person, individually or collectively, but this letter may not otherwise be published or reproduced publicly in any manner without our prior written approval.

Yours faithfully,

For and on behalf of Panmure Gordon (UK) Limited

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PART IX

ADDITIONAL INFORMATION

1. Responsibility

1.1 The TalkTalk Directors, whose names are set out in sub-paragraph 2.1 below, accept responsibility for the information contained in this document other than the information for which responsibility is taken by others pursuant to sub-paragraphs 1.2 to 1.5 below. To the best of the knowledge and belief of the TalkTalk Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The Independent TalkTalk Directors, whose names are set out in sub-paragraph 2.1 below, each accept responsibility for the recommendations and opinions of the Independent TalkTalk Directors relating to the Acquisition contained in this document. To the best of the knowledge and belief of the Independent TalkTalk Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.3 The Offeror Directors, whose names are set out in sub-paragraph 2.2 below, accept responsibility for the information contained in this document relating to the Offeror, the Offeror Group, the Offeror Directors, their immediate families, related trusts and connected persons, the information relating to the financing of the Acquisition (including, without limitation, the terms of such financing), the information set out in paragraphs 6, 7, 8, 12 and 15 of Part II (Explanatory Statement) of this document and the information contained in Part IV (The Alternative Offer and the Offeror Group) of this document. To the best of the knowledge and belief of the Offeror Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.4 Martin Hughes, as the individual designated member of Toscafund, accepts responsibility for the information contained in this document relating to Toscafund, the Tosca Investors and the New Tosca Penta Funds. To the best of the knowledge and belief of Martin Hughes (who has taken all reasonable care to ensure that such is the case) the information contained in this document for which he accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.5 Paul Cassidy, Torquil Macnaughton, Charles Schrager von Altishofen and Steven Scott, being all the designated members of Penta who are natural persons, (together, the “Penta Members”), accept responsibility for the information in this document relating to Penta and the information in this document relating to the New Tosca Penta Funds. To the best of the knowledge and belief of the Penta Members (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

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2. Directors

2.1 The TalkTalk Directors and their respective functions are as follows:

Name Function

Sir Charles Dunstone Executive Chairman Tristia Harrison Chief Executive Officer Kate Ferry** Chief Financial Officer John Gildersleeve Deputy Chairman Ian West* Senior Independent Director Sir Howard Stringer* Non-executive Director Roger Taylor Non-executive Director Nigel Langstaff* Non-executive Director Phil Jordan* Non-executive Director Paul Reynolds Non-executive Director

*denotes Independent TalkTalk Director

**Kate Ferry will stand down as Chief Financial Officer and Director effective on the earlier of: (a) the day the Scheme becomes Effective; and (b) 31 March 2021. She will be replaced as Chief Financial Officer and Director by Phil Eayres.

TalkTalk is a public company limited by shares and incorporated in England and Wales under the Companies Act with registered number 07105891. The registered office of TalkTalk is Soapworks, Ordsall Lane, Salford M5 3TT.

2.2 The Offeror Directors and their respective functions are as follows:

Name Function

Martin Hughes Non-executive Director Torquil Macnaughton Non-executive Director Steven Scott Non-executive Director

The Offeror is a private company limited by shares and incorporated in England and Wales under the Companies Act with registered number 12903683. The registered office of the Offeror is Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

2.3 The Toscafund designated members and their respective functions are as follows:

Name Function

Martin Hughes Designated Member Toscafund Limited Designated Member

The Toscafund designated members have effective control of 100 per cent. of the interests in Toscafund. The business address of each of the Toscafund designated members is Ferguson House, 15 Marylebone Road, London NW1 5JD, which is also the registered office and principal place of business of Toscafund.

2.4 The Penta Members and their respective functions are as follows:

Name Function

Paul Cassidy Finance Partner Torquil Macnaughton Investment Partner Charles Schrager von Altishofen Investment Partner Steven Scott Investment Partner

The business address of each of the Penta Members is 150 St. Vincent Street, Glasgow G2 5NE, which is also the registered office and principal place of business of Penta.

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3. Persons acting in concert

3.1 In addition to the Offeror Group companies and their directors, for the purposes of the Code, the following persons and persons affiliated with them are deemed to be acting in concert with the Offeror in respect of the Acquisition:

Relationship with the Name Type of company Registered office Offeror

Panmure Gordon Limited company 1 New Change, London EC4M 9AF

Financial adviser

Old Oak Holdings Limited

Limited company Ferguson House, 15 Marylebone Road, London NW1 5JD

Person acting in concert with the Offeror

Tosca Opportunity Exempted company with limited liability

PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands


TEMF Ltd Exempted company with limited liability

5th Floor, 90 Fort Street, PO Box 259, Grand Cayman KY1-1104, Cayman Islands


Tosca Service III LP Exempted limited partnership



Tosca Mid Cap Exempted company with limited liability



The Pegasus Fund Limited

Exempted company with limited liability

Clarendon House, 9th Floor, 1 Victoria Street, Hamilton HM11 Bermuda


Tosca Select LP Exempted limited partnership



Tosca Recovery Select SPV

Exempted company with limited liability



Toscafund (and any funds managed or advised by Toscafund)

Limited liability partnership

Ferguson House, 15 Marylebone Road, London NW1 5JD


Penta (and any funds managed or advised by Penta)

Limited liability partnership

150 St Vincent Street, Glasgow G2 5NE


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3.2 In addition to TalkTalk Group companies and their directors, for the purposes of the Code, the following persons and persons affiliated with them are deemed to be acting in concert with TalkTalk in respect of the Acquisition:

Relationship with Name Type of company Registered office TalkTalk

4. Interests in the Offeror Ordinary Shares

Interests of the Offeror Directors in relevant securities of the Offeror

As at the last day of the Disclosure Period, the interests of the Offeror Directors (within the meaning of Part 22 of the Companies Act) and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant securities of the Offeror were as follows:

Name Number of the Offeror Ordinary Shares

Torquil Macnaughton 1001 Steven Scott 1001 1 Penta Investments GP Limited holds each of the 100 Offeror Ordinary Shares in issue. Torquil Macnaughton and Steven Scott are both directors of Penta Investments GP Limited.

5. Dealings in the Offeror Ordinary Shares

Dealings in relevant securities of the Offeror by the Offeror Directors

Dealings in the relevant securities of the Offeror during the Disclosure Period by the Offeror Directors and their immediate families, related trusts and connected persons were as follows:

Nature of Number of the Offeror Name Date transaction Ordinary Shares1 Price (p)

Penta Investments GP Limited2 9 December 2020 Acquisition 1 Assumption of an undertaking to pay £1.00

1 At the time of each transfer, one ordinary share of £1.00 was in issue by the Offeror. This ordinary share was subdivided into 100 Offeror Ordinary Shares on 12 December 2020. 2 Torquil Macnaughton and Steven Scott are both directors of Penta Investments GP Limited.

Barclays Public limited company 1 Churchill Place, London E14 5HP

Joint lead financial adviser to TalkTalk

Deutsche Bank German stock corporation

Winchester House, 1 Great Winchester Street, London EC2N 2DB

Joint lead financial adviser to TalkTalk

Equiniti Trust (Jersey) Limited

Jersey private limited company

26 New Street, St Helier, Jersey JE2 3RA

Trustee of the TalkTalk Employee Share Ownership Trust

Equiniti Share Plan Trustees Limited

Private limited company

Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

Trustee of the TalkTalk Share Incentive Plan

Lazard Private limited company

50 Stratton Street, London, W1J 8LL

Financial adviser to TalkTalk

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6. Interests in TalkTalk Shares

6.1 Interests of TalkTalk Directors in relevant securities of TalkTalk

As at the last day of the Disclosure Period, the interests of the TalkTalk Directors (within the meaning of Part 22 of the Companies Act) and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant securities of TalkTalk were (with the exception of options in respect of TalkTalk Shares which are set out in sub-paragraph 6.2 below) as follows:

Name Number of TalkTalk Shares

Sir Charles Dunstone 342,286,127 Tristia Harrison 2,350,673 Kate Ferry 139,835 John Gildersleeve 291,866 Ian West 364,714 Sir Howard Stringer Nil Roger Taylor 11,326,688 Nigel Langstaff 299,736 Phil Jordan 42,750 Paul Reynolds Nil

6.2 Interests of TalkTalk Directors in options over TalkTalk Shares

As at the last day of the Disclosure Period, the following options in respect of TalkTalk Shares had been granted to the following TalkTalk Directors and remained outstanding under the TalkTalk Share Plans:

Name Scheme

Number of TalkTalk Shares

under option Date of grant Exercise price (p) Exercise period

Tristia Harrison Discretionary Share Option Plan 2019

1,451,613 12 September 2019

1.21 12 September 2022 to

12 September 2029

Tristia Harrison Discretionary Share Option Plan 2020

2,276,786 19 June 2020 1.02 19 June 2023 to 19 June 2030

Kate Ferry Discretionary Share Option Plan 2019

967,742 12 September 2019

1.21 12 September 2022 to

12 September 2029

Kate Ferry Discretionary Share Option Plan 2020

1,366,071 19 June 2020 1.02 19 June 2023 to 19 June 2030

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6.3 Interests of persons acting in concert with the Offeror in relevant securities of TalkTalk

As at the last day of the Disclosure Period, the following persons acting in concert with the Offeror (other than the Offeror Directors) were interested in the following relevant securities of TalkTalk:


Tosca Opportunity 139,808,786 TEMF Ltd 85,872,906 Tosca Service III LP 57,929,598 Tosca Mid Cap 36,758,460 The Pegasus Fund Limited 10,679,350 Tosca Select LP 4,000,000 Tosca Recovery Select SPV 3,360,855

6.4 Interests of persons acting in concert with TalkTalk in relevant securities of TalkTalk

As at the last day of the Disclosure Period, the following persons acting in concert with TalkTalk (other than TalkTalk Directors) were interested in the following relevant securities of TalkTalk:


Equiniti Trust (Jersey) Limited, acting as Trustee of the 22,693,956 TalkTalk Telecom Holdings Employee Share Ownership Trust

7. Dealings in TalkTalk Shares

Dealings in relevant securities of TalkTalk by persons acting in concert with the Offeror

The aggregate dealings in the relevant securities of TalkTalk by persons acting in concert with the Offeror (other than the Offeror Directors) on a monthly basis in the three months prior to the Offer Period were as follows:

Purchase/ Number of Name Trade Date Sale relevant securities High price Low price

Toscafund 08/09/2020 – 08/10/2020 Purchase 2,200,000 75.17 73.60 Toscafund 08/08/2020 – 08/09/2020 Purchase 3,510,855¹ 78.55 71.12 Toscafund 08/08/2020 – 08/09/2020 Sale 2,000,000¹ 78.55 71.12 Toscafund 08/07/2020 – 08/08/2020 Purchase 699,172 76.75 68.74

The aggregate dealings in the relevant securities of TalkTalk by persons acting in concert with the Offeror (other than the Offeror Directors) on a quarterly basis for the nine months prior to the three months above were as follows:

Purchase/ Number of Name Trade Date Sale relevant securities High price Low price

Toscafund 08/04/2020 – 08/07/2020 Purchase 62,719,400² 99.30 80.69 Toscafund 08/04/2020 – 08/07/2020 Sale 1,808,301² 99.30 80.69 Toscafund 08/01/2020 – 08/04/2020 Purchase 39,546,794³ 120.25 74.95 Toscafund 08/01/2020 – 08/04/2020 Sale 85,535,279³ 120.25 74.95 Toscafund 08/10/2019 – 08/01/2020 Purchase 25,516,282 113.45 106.00

Certain fund-to-fund trades have been included in the tables above for full disclosure purposes. The Panel has confirmed these transactions, which are set out on an aggregated basis in the following footnotes, are not price setting.

¹ Includes 2,000,000 TalkTalk Shares traded between The Pegasus Fund Limited, Tosca Mid Cap, Tosca Opportunity, TEMF Limited and Tosca Recovery Select SPV.

² Includes 1,667,992 TalkTalk Shares traded between Tosca Opportunity, Tosca Mid Cap and The Pegasus Fund Limited.

³ Includes 33,227,825 TalkTalk Shares traded between Tosca Opportunity, Tosca Mid Cap, The Pegasus Fund Limited and Tosca Service III LP

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8. Irrevocable undertakings

The following TalkTalk Directors, who are holders or controllers of TalkTalk Shares, have entered into irrevocable undertakings with the Offeror to vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting or, if the Offeror exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of any such offer:

TalkTalk Directors’ Irrevocable Undertakings Number of TalkTalk Shares in respect of which Percentage of TalkTalk Name of TalkTalk Director undertaking is given issued share capital

Sir Charles Dunstone 342,286,127 29.86% Roger Taylor 11,326,688 0.99% Tristia Harrison 2,350,673 0.21% Ian West 364,714 0.032% Nigel Langstaff 299,736 0.026% John Gildersleeve 291,866 0.025% Phil Jordan 42,750 0.004% –––––––––––––––– ––––––––––––––––

Total 356,962,554 31.141% –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

Senior Employee Irrevocable Undertaking The following senior employee has entered into an irrevocable undertaking with the Offeror to vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting or, if the Offeror exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of any such offer:

Number of TalkTalk Name of TalkTalk Shareholder Shares in respect of which Percentage of TalkTalk giving undertaking undertaking is given issued share capital

Timothy Morris 4,027,669 0.35%

Further, each of Sir Charles Dunstone, Roger Taylor, Tristia Harrison, John Gildersleeve and Timothy Morris has irrevocably undertaken to elect for (or procure the election for) the Alternative Offer in respect of their entire holding of TalkTalk Shares as set out above.

These irrevocable undertakings given by the TalkTalk Directors and senior employee, who are holders or controllers of TalkTalk Shares, shall lapse and cease to binding, inter alia, if: (a) a competing offer from a third party for the entire issued and to be issued share capital of TalkTalk is made which is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement); (b) a competing offer from a third party for the entire issued and to be issued share capital of TalkTalk is announced, pursuant to Rule 2.7 of the Code, at a price per TalkTalk Share which is (or is equivalent to) at least 115 pence per TalkTalk Share; (c) the Acquisition lapses or is withdrawn without becoming Effective; or (d) the Offeror announces (with the consent of the Panel) that it will not proceed with the Acquisition.

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Other Shareholder Irrevocable Undertakings Toscafund has entered into an irrevocable undertaking with the Offeror, on behalf of the Tosca Investors, to be bound by the Scheme or, if the Offeror exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of any such offer as follows:

Number of TalkTalk Name of entity beneficially entitled Shares in respect of which Percentage of TalkTalk to TalkTalk Shares undertaking is given issued share capital

Tosca Opportunity 139,808,786 12.20% TEMF Ltd 85,872,906 7.49% Tosca Service III LP 57,929,598 5.05% Tosca Mid Cap 36,758,460 3.21% The Pegasus Fund Limited 10,679,350 0.93% Tosca Select LP 4,000,000 0.35% Tosca Recovery Select SPV 3,360,855 0.29% –––––––––––––––– ––––––––––––––––

Total 338,409,955 29.52% –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

Further Toscafund, on behalf of the Tosca Investors, has irrevocably undertaken to elect for (or procure the election for) the Alternative Offer in respect of at least 273,195,877 TalkTalk Shares (provided that the minimum number of TalkTalk Shares subject to such irrevocable undertaking shall be reduced by whichever is the lesser of: (a) 64,948,454 TalkTalk Shares; and (b) such number of TalkTalk Shares as are the subject of valid elections for the Alternative Offer which have been received (and not withdrawn) as at the time which is immediately after the last date for withdrawal of such elections but not including TalkTalk Shares which are the subject of elections from the Rollover Management Shareholders, such that the number of TalkTalk Shares in respect of which Toscafund will elect to take the Alternative Offer shall not be less than 208,247,423).

The irrevocable undertaking given by Toscafund on behalf of the Tosca Investors shall lapse and cease to binding, inter alia, if: (a) a competing offer from a third party for the entire issued and to be issued share capital of TalkTalk is made which is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement); (b) the Acquisition lapses or is withdrawn without becoming Effective; or (c) the Offeror announces (with the consent of the Panel) that it will not proceed with the Acquisition.

9. Interests and dealings – general

9.1 As at the last day of the Disclosure Period, save as disclosed in this document, neither the Offeror, nor any of the Offeror Directors, nor any member of their immediate families, related trusts or (so far as the Offeror Directors are aware) connected persons nor any persons acting in concert with the Offeror nor any person with whom the Offeror or any person acting in concert with the Offeror has an arrangement had an interest in, right to subscribe for or any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of TalkTalk or any relevant securities of the Offeror nor had any of the foregoing dealt in any relevant securities of TalkTalk or any relevant securities of the Offeror during the Disclosure Period.

9.2 As at the last day of the Disclosure Period, save as disclosed in this document, neither the Offeror nor any person acting in concert with the Offeror has borrowed or lent any relevant securities of TalkTalk or any relevant securities of the Offeror (including for these purposes any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for any borrowed shares which have been either on-lent or sold.

9.3 As at the last day of the Disclosure Period, save as disclosed in this document, neither TalkTalk, nor any of the TalkTalk Directors, nor any member of their immediate families, related trusts or (so far as the TalkTalk Directors are aware) connected persons had an interest in, right to subscribe for, or any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of TalkTalk or any relevant securities

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of the Offeror nor had any of the foregoing dealt in any relevant securities of TalkTalk or any relevant securities of the Offeror from the commencement of the Offer Period until the last day of the Disclosure Period.

9.4 As at the last day of the Disclosure Period, save as disclosed in this document, no person acting in concert with TalkTalk and no person with whom TalkTalk or any person acting in concert with TalkTalk has an arrangement had an interest in, right to subscribe for, or any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of TalkTalk or any relevant securities of the Offeror nor had any of the foregoing dealt in any relevant securities of TalkTalk or any relevant securities of the Offeror from the commencement of the Offer Period until the last day of the Disclosure Period.

9.5 As at the last day of the Disclosure Period, save as disclosed in this document, neither TalkTalk nor any person acting in concert with TalkTalk has borrowed or lent any relevant securities of TalkTalk or any relevant securities of the Offeror (including for these purposes any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for any borrowed shares which have been either on-lent or sold.

9.6 As at the last day of the Disclosure Period, save as disclosed in this document, there were no arrangements between the Offeror or any persons acting in concert with the Offeror and any other person.

9.7 As at the last day of the Disclosure Period, save as disclosed in this document, there were no arrangements between TalkTalk or any person acting in concert with TalkTalk and any other person.

9.8 Save as disclosed in this document, TalkTalk has not redeemed or purchased any TalkTalk Shares or any securities convertible into, rights to subscribe for or options in respect of, or derivatives referenced to TalkTalk Shares during the Disclosure Period.

9.9 Save as disclosed in this document, the Offeror has not redeemed or purchased any Offeror Ordinary Shares or any securities convertible into, rights to subscribe for or options in respect of, or derivatives referenced to the Offeror Ordinary Shares between the commencement of the Offer Period and the last day of the Disclosure Period.

9.10 For the purposes of this Part IX (Additional Information):

(A) “acting in concert” has the meaning set out in the Code;

(B) “arrangement” has the meaning set out in Note 11 of the definition of “acting in concert” set out in the Code;

(C) “dealing” or “dealt” includes the following:

(i) the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities;

(ii) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any relevant securities;

(iii) subscribing or agreeing to subscribe for relevant securities;

(iv) the exercise or conversion, whether in respect of new or existing relevant securities, of any relevant securities carrying conversion or subscription rights;

(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to relevant securities;

(vi) entering into, terminating or varying the terms of any agreement to purchase or sell relevant securities; and

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(vii) any other action resulting, or which may result, in an increase or decrease in the number of relevant securities in which a person is interested or in respect of which they have a short position;

(D) “derivative” includes any financial product whose value, in whole or in part, is determined directly or indirectly by reference to the price of an underlying security;

(E) “Disclosure Period” means the period commencing on 8 October 2019 and ending on 2 February 2021 (being the Latest Practicable Date prior to the publication of this document);

(F) “relevant securities of the Offeror” include the Offeror Ordinary Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect thereof and derivatives referenced thereto;

(G) “relevant securities of TalkTalk” include TalkTalk Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect thereof and derivatives referenced thereto;

(H) a person is treated as having an “interest in securities” if they have long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as “interested” in securities if:

(i) they own them;

(ii) they have the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or have general control of them;

(iii) by virtue of any agreement to purchase, option or derivative, they;

(A) have the right or option to acquire them or call for their delivery; or

(B) are under an obligation to take delivery of them,

whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or

(iv) they are a party to any derivative:

(A) whose value is determined by reference to their price; and

(B) which results, or may result, in their having a long position in them.

10. Market quotations

The following table shows the closing middle market quotations of TalkTalk Shares, as derived from the Daily Official List, for the first Business Day in each of the six months immediately prior to the date of this document, for 7 October 2020 (the last Business Day prior to the announcement that TalkTalk was in discussions which might or might not lead to an offer for TalkTalk), for 16 December 2020 (being the last Business Day prior to the Announcement and for 2 February 2021 (being the Latest Practicable Date prior to the publication of this document):

Date TalkTalk Share price (p)

1 September 2020 70.50 1 October 2020 81.90 7 October 2020 83.30 2 November 2020 90.45 1 December 2020 96.40 16 December 2020 96.25 4 January 2021 98.50 1 February 2021 97.00 2 February 2021 97.25

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11. TalkTalk Directors’ service agreements

11.1 Set out below are details of the service agreements or letters of appointment of each of the TalkTalk Directors:

(A) Charles Dunstone is employed as Executive Chairman pursuant to the terms of a service agreement with TalkTalk dated 20 January 2010. The agreement is terminable by either party on not less than 12 months’ written notice. Mr Dunstone is paid a basic annual salary of £360,000 and is eligible to be considered for the award of a discretionary annual bonus in accordance with the TalkTalk Group bonus scheme rules. In addition, Mr Dunstone is entitled to membership of the TalkTalk Group health and death in service schemes and receives a contribution of five per cent. of his basic salary to a group personal pension scheme provided he makes a monthly contribution of 2.5 per cent. of his basic salary. Mr Dunstone is also entitled to a chauffeur. Mr Dunstone is not entitled to compensation upon early termination of his service agreement. Mr Dunstone is subject to certain non-competition and non-solicitation covenants for a period of 12 months following the termination of his employment. The agreement is governed by English law.

(B) Tristia Harrison is employed as Chief Executive Officer pursuant to the terms of a service agreement with TalkTalk dated 1 April 2017. The agreement is terminable by either party on not less than 12 months’ written notice. Ms Harrison is paid a basic annual salary of £510,000 and is eligible to be considered for the award of a discretionary annual bonus in accordance with the TalkTalk Group bonus scheme rules. Her basic salary is subject to annual review by the Remuneration Committee. In addition, Ms Harrison is entitled to membership of the TalkTalk Group health and death in service schemes and receives a contribution of five per cent. of her basic salary to a group personal pension scheme provided she makes a monthly contribution of 2.5 per cent. of her basic salary. Ms Harrison also receives an annual car allowance of £15,000. Ms Harrison is not entitled to compensation upon early termination of her service agreement. Ms Harrison is subject to certain non-competition and non-solicitation covenants for a period of 12 months following the termination of her employment. The agreement is governed by English law.

(C) Kate Ferry is employed as Chief Financial Officer pursuant to the terms of a service agreement with TalkTalk dated 4 July 2017. The agreement is terminable by either party on not less than 12 months’ written notice. Ms Ferry is paid a basic annual salary of £408,000 and is eligible to be considered for the award of a discretionary annual bonus in accordance with the TalkTalk Group bonus scheme rules. Her basic salary is subject to annual review by the Remuneration Committee. In addition, Ms Ferry is entitled to membership of the TalkTalk Group health and death in service schemes and receives a contribution of five per cent. of her basic salary to a group personal pension scheme provided she makes a monthly contribution of 2.5 per cent. of her basic salary. Ms Ferry also receives an annual car allowance of £15,000. Ms Ferry is not entitled to compensation upon early termination of her service agreement. Ms Ferry is subject to certain non-competition and non-solicitation covenants for a period of 12 months following the termination of her employment. The agreement is governed by English law. Kate Ferry will stand down as Chief Financial Officer and Director effective on the earlier of: (a) the Effective Date; and (b) 31 March 2021. She will be replaced as Chief Financial Officer and Director by Phil Eayres.

(D) Pursuant to the terms of a letter of engagement with TalkTalk dated 8 February 2011 and amended on 27 February 2020, Ian West has agreed to serve as a non-executive director of TalkTalk for an annual fee of £67,500. This appointment is terminable by either party on not less than three months’ written notice, but will terminate without notice if Mr West is in breach of the terms of appointment or not re-elected by TalkTalk Shareholders.

(E) Pursuant to the terms of a letter of engagement with TalkTalk dated 20 January 2010, John Gildersleeve has agreed to serve as a non-executive director of TalkTalk for an annual fee of £80,000. This appointment is terminable by either party on not less than three months’ written notice, but will terminate without notice if Mr Gildersleeve is in breach of the terms of appointment or not re-elected by TalkTalk Shareholders.

(F) Pursuant to the terms of a letter of engagement with TalkTalk dated 16 October 2018, Philip Jordan has agreed to serve as a non-executive director of TalkTalk for an annual fee of £60,000. This appointment is terminable by either party on not less than three months’ written notice, but will terminate without notice if Mr Jordan is in breach of the terms of appointment or not re-elected by TalkTalk Shareholders.

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(G) Pursuant to the terms of a letter of engagement with TalkTalk dated 14 November 2017, Nigel Langstaff has agreed to serve as a non-executive director of TalkTalk for an annual fee of £60,000. This appointment is terminable by either party on not less than three months’ written notice, but will terminate without notice if Mr Langstaff is in breach of the terms of appointment or not re-elected by TalkTalk Shareholders.

(H) Pursuant to the terms of a letter of engagement with TalkTalk dated 26 July 2012, Sir Howard Stringer has agreed to serve as a non-executive director of TalkTalk for an annual fee of £55,000. This appointment is terminable by either party on not less than three months’ written notice, but will terminate without notice if Sir Stringer is in breach of the terms of appointment or not re-elected by TalkTalk Shareholders.

(I) Pursuant to the terms of a letter of engagement with TalkTalk dated 11 November 2015, Roger Taylor has agreed to serve as a non-executive director of TalkTalk for an annual fee of £50,000. This appointment is terminable by either party on not less than three months’ written notice, but will terminate without notice if Mr Taylor is in breach of the terms of appointment or not re-elected by TalkTalk Shareholders.

(J) Pursuant to the terms of a letter of engagement with TalkTalk dated 27 March 2020 and amended on 29 June 2020, Paul Reynolds has agreed to serve as a non-executive director of TalkTalk for an annual fee of £57,000. This appointment is terminable by either party on not less than three months’ written notice, but will terminate without notice if Mr Reynolds is in breach of the terms of appointment or not re-elected by TalkTalk Shareholders.

11.2 Except as stated above, none of the agreements set out in paragraph 11.1 above has been entered into or amended during the six months prior to the date of this document.

11.3 Save as disclosed above, there are no other contracts of service between any of the TalkTalk Directors and TalkTalk or any of its subsidiaries.

12. Material contracts

12.1 The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by members of the Offeror Group during the period from its incorporation and 2 February 2021 (being the Latest Practicable Date to the publication of this document) and are, or may be, material:

(A) Confidentiality Agreement dated 18 August 2020

On 18 August 2020, Penta and TalkTalk entered into a confidentiality agreement (the “Penta Confidentiality Agreement”) (as amended on 9 November 2020) pursuant to which Penta has undertaken to keep confidential information relating to TalkTalk and not to disclose such information to third parties (other than permitted recipients (including Toscafund)) unless required by applicable law or regulation. These confidentiality obligations remain in force for a period of 18 months after the date of the Penta Confidentiality Agreement (unless terminated earlier as a result of the Scheme becoming Effective or, in the event that the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer becoming unconditional in all respects in accordance with its terms).

(B) Confidentiality Agreement dated 9 November 2020

On 9 November 2020, Toscafund and TalkTalk entered into a confidentiality agreement on terms substantially similar to those set out in the Penta Confidentiality Agreement.

(C) Co-operation Agreement

On 17 December 2020, the Offeror and TalkTalk entered into a co-operation agreement (the “Co-operation Agreement”) pursuant to which the Offeror and TalkTalk have each agreed, amongst other matters, to co-operate in relation to obtaining, and making filings in respect of, any consents, clearances, permissions, waivers and/or approvals as may be necessary from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition. In addition, the Offeror has agreed to provide TalkTalk with such information, assistance and access as it may reasonably require in connection with the preparation of this

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document and has also agreed certain provisions if the Acquisition is implemented by way of a Takeover Offer. The Co-operation Agreement will terminate in certain circumstances including:

(i) if the Acquisition is withdrawn or lapses;

(ii) if the Independent TalkTalk Directors withdraw their recommendation of the Cash Offer or a competing offer completes, becomes effective or is declared unconditional; or

(iii) if, prior to the Long Stop Date, any Condition is invoked by the Offeror or if the Scheme does not become Effective by the Long Stop Date (or as otherwise agreed between the Offeror and TalkTalk).

Pursuant to the terms of the Co-operation Agreement, the Offeror has also undertaken to notify TalkTalk, no later than the second Business Day prior to the Court Hearing, that either: (a) each of the Conditions (other than the Conditions set out at paragraphs 1 and 2 of Section A of Part III (Conditions to the implementation of the Acquisition) of this document) has been satisfied or waived; or (b) to the extent permitted by the Panel, it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more of the Conditions.

(D) PIK Facility Agreement

On 17 December 2020 the Offeror entered into a PIK term loan facility agreement with Finco (as the borrower), the Offeror, Midco and Finco (as guarantors), Ares (as arranger, agent and security agent) and the financial institutions listed in Schedule 1 thereto (as lenders) (as amended, restated or supplemented from time to time).

The PIK Facility Agreement provides for the lenders to provide to Finco a term loan facility of up to £527,169,682. Under the terms of the PIK Facility Agreement, the term loan is repayable on 30 June 2026. Any amounts still outstanding at that time will be immediately due and payable. Borrowings under the PIK Facility Agreement are to be used towards providing a loan to the Offeror in order to fund the payment of the consideration to the holders of the Scheme Shares and/or in meeting related transaction costs. A ticking fee at the rate of 0.5 per cent. per annum applies in respect of all undrawn amounts under the term loan for the period from 17 December 2020 until utilisation of the facility.

The rate of interest applicable on the term loan is equal to the aggregate of LIBOR plus the applicable margin. The applicable margin will be 11.75 per cent. per annum but may be decreased (or increased if it has fallen below 11.75 per cent. per annum) depending on the leverage ratio. The margin will be locked in for a period of 12 months following the initial utilisation under the PIK Facility Agreement.

The PIK Facility Agreement contains terms relating to default, mandatory repayment and covenants that are customary for agreements of this type, including those outlined below.

The PIK Facility Agreement contains a senior leverage financial covenant, to be tested in respect of each period of 12 months ending on or about the last day of the financial year and each period of 12 months ending on or about the last day of each financial quarter (each a “Relevant Period”). The financial covenant is to be complied with by the Offeror Group but looks at the level of debt within TalkTalk and its Subsidiaries and requires that senior leverage (the ratio of total net debt (after deducting borrowings under the PIK Facility Agreement) to EBITDA for the Relevant Period) shall not be greater than (i) 4.75:1 for any Relevant Period ending in the first two years following first utilisation and (ii) 4.25:1 for any Relevant Period ending following the second anniversary of first utilisation.

The PIK Facility Agreement contains information and accounting undertakings including, but not limited to, delivery to the agent of annual, quarterly and monthly financial statements, an annual budget, notification of any defaults under the agreement and notification of any material litigation and an annual presentation.

The PIK Facility Agreement contains certain general undertakings including, but not limited to, obtaining necessary authorisations, compliance with law, no change in business, preservation of assets, maintaining insurances, timely payment of taxes, funding pensions as required by law,

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maintaining intellectual property, compliance with sanctions, no change to centre of main interests, restrictions on mergers and acquisitions, joint ventures, granting security, making material disposals, incurring indebtedness, making dividends and providing loans and guarantees.

Under the PIK Facility Agreement, the Offeror, Midco and Finco have each agreed to a number of restrictions in relation to their conduct of the Scheme including not to materially amend or waive any term of the Scheme without the consent of the agent or as otherwise required by the Code, the Takeover Panel or the Courts. The Offeror has also agreed to ensure that the Scheme is carried out in line with the terms of the Announcement.

It is expected that the PIK Facility Agreement will be amended prior to the Effective Date. The anticipated amendments are principally to include a mechanism pursuant to which other specified funds (as alternative lenders) may choose to provide a proportion of the term loan funding to Finco in place of the lenders listed in Schedule 1 to the PIK Facility Agreement (as original lenders). If the alternative lenders do not provide such funding, the obligation remains on the original lenders to provide the term loan under the terms of the PIK Facility Agreement. There may also be some minor amendments to adjust certain of the permissions contained in the PIK Facility Agreement to take account of matters that have arisen since 17 December 2020.

(E) Offeror Group Debenture

On 17 December 2020, the Offeror, Midco and Finco entered into a debenture (the “Debenture”) in favour of Ares as security agent (the “Security Agent”) under which it has provided security over substantially all of its assets, including all the shares of each subsidiary owned by it from time to time. The Security Agent is appointed by, amongst other parties, the Lenders to hold the security created thereunder for their benefit to secure, amongst other obligations, those under the PIK Facility Agreement. Upon the acquisition by the Offeror of the shares in TalkTalk and following the sale of such shares to Finco pursuant to the Implementation Deed (as defined below) each such transfer, such shares will become subject to the security provided thereunder.

(F) Offeror Group Implementation Deed

On 17 December 2020, the Offeror, Midco, Finco and Penta Investments GP Limited entered into an implementation deed (the “Implementation Deed”) pursuant to which each of the parties agreed to carry out certain steps to implement a re-organisation and financing of the Offeror Group. In particular: (a) subject to certain conditions, the Offeror and Finco will enter into an intra-group loan pursuant to which Finco will lend the Offeror certain sums (the “Finco Offeror Loan”); (b) subject to receipt by the Offeror of the sums advanced under the Finco Offeror Loan, the Offeror will sell its beneficial interest in the entire issued share capital of TalkTalk to Finco for consideration of £0.97 per TalkTalk Share to be satisfied by the creation of a loan from the Offeror to Finco in an amount equal to the Finco Offeror Loan (which shall be immediately netted off against and extinguish the Finco Offeror Loan) and the allotment and issue to the Offeror of shares in Finco (the “Finco Offeror Sale”); (c) immediately following completion of the Finco Offeror Sale, the Offeror will sell its beneficial interest in the entire issued share capital of Finco to Midco in consideration of the allotment and issue to the Offeror of shares in Midco.

Save as disclosed above, no other contracts have been entered into by any company in the Offeror Group, not being contracts entered into in the ordinary course of business, which are, or may be material, during the period beginning two years immediately before the date of the commencement of the Offer Period and 2 February 2021 (being the Latest Practicable Date prior to the publication of this document).

12.2 The following contracts, not being contracts being entered into in the ordinary course of business, have been entered into by members of the TalkTalk Group during the period beginning two years immediately before the date of the commencement of the Offer Period and are, or may be, material:

(A) Confidentiality Agreement dated 18 August 2020

On 18 August 2020, Penta and TalkTalk entered into the Penta Confidentiality Agreement, further details of which are set out in sub-paragraph 12.1(A) above.

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(B) Confidentiality Agreement dated 9 November 2020

On 9 November 2020, Toscafund and TalkTalk entered into a confidentiality agreement further details of which are set out in sub-paragraph 12.1(B) above.

(C) Co-operation Agreement

On 17 December 2020, the Offeror and TalkTalk entered into the Co-operation Agreement, further details of which are set out in sub-paragraph 12.1(C) above.

(D) FibreNation Sale Agreement

A Sale Agreement dated 21 January 2020 between TalkTalk Communications Limited, TalkTalk Group Limited, TalkTalk Corporate Limited (together, the “FibreNation Sellers”), CityFibre Infrastructure Holdings Limited, CityFibre Holdings Limited (together, the “FibreNation Purchasers”) and the Company, pursuant to which the FibreNation Sellers agreed to sell the entire issued share capital of FibreNation Limited and the TalkTalk Group’s 66.67 per cent. shareholding in Bolt Pro Tem Limited (together, the “Fibre Assets”) to the FibreNation Purchasers for aggregate consideration of £200 million, subject to an adjustment for intercompany indebtedness.

The Sale Agreement contains certain warranties and undertakings from the FibreNation Sellers to the FibreNation Purchasers in respect of the Fibre Assets which are in a customary form for such a transaction. The Company guarantees the obligations of the FibreNation Sellers under the Sale Agreement, subject to an aggregate limit of £200 million. The FibreNation Sellers also agree to indemnify the FibreNation Purchasers in respect of certain customary tax liabilities.

(E) FibreNation Transitional Services Agreement

The Transitional Services Agreement dated 27 March 2020 between TalkTalk Communications Limited and FibreNation Limited governs the provision of certain mandatory and optional services by the TalkTalk Group to FibreNation Limited to support the separation of the Fibre Assets from the TalkTalk Group and the migration and transition of the Fibre Assets to the FibreNation Purchasers.

(F) 2020 Bond

On 20 February 2020, pursuant to an indenture (“Indenture”) between, inter alios, the Company, certain of its subsidiaries, and BNY Mellon Corporate Trustee Services Limited, the Company issued £575 million senior notes due 2025 (the “2020 Notes”).

The 2020 Notes rank equally in right of payment with all of the Company’s existing and future debt that is not subordinated in right of payment to the 2020 Notes. The 2020 Notes include incurrence-based covenants customary for this type of debt, including limitations on the Company’s ability to incur additional debt and make restricted payments, subject to certain exceptions. The TalkTalk Group is permitted to incur additional debt subject to compliance with a net debt to EBITDA ratio of 4.0x and to pay dividends when net debt to EBITDA is below 3.25x. Regardless of the TalkTalk Group’s net debt to EBITDA ratio, dividends are also permitted to be paid out of a basket based on 50 per cent. of cumulative consolidated net income from 1 October 2016.

The interest rate payable on the 2020 Notes is 3.875 per cent., payable semi-annually, and the 2020 Notes mature on 20 February 2025.

(G) 2021 Bond Tap

On 27 January 2021, pursuant to the Indenture, the Company issued an additional £110 million senior notes due 2025 (the “Additional Notes”).

The Additional Notes are consolidated and treated as a single class with the 2020 Notes and have identical terms and conditions in all respects as the 2020 Notes for all purposes of the Indenture, including with respect to the matters detailed in the summary of the 2020 Bond noted above.

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The Company intends to use the proceeds of the offering of the Additional Notes to: (a) repay £100 million of principal amounts drawn under its RCF (as defined in paragraph 12.2(I) below) (and cancel £100 million of commitments across such RCF and its bilateral revolving credit facility, on a pro rata basis); (b) replenish cash on balance sheet; and (c) pay costs, expenses and fees in relation to the offering and such refinancing transactions.

(H) Receivables Purchase Agreement

Pursuant to a master framework agreement dated 16 September 2016, and amended on 9 June 2017, 21 September 2018, 27 March 2019 and 25 September 2019, between, inter alios, the Company, certain of its subsidiaries and MUFG Bank Ltd., the Group has the ability on a rolling basis to sell its receivables to a third-party vehicle in exchange for discounted consideration (the “Receivables Purchase Agreement”).

The committed element of the Receivables Purchase Agreement is £75 million and the uncommitted element is £5 million. The rate at which consideration is discounted is variable based on a margin over reference rate for the appropriate period. The Receivables Purchase Agreement matures in September 2021.

(I) Revolving Credit Facility

Pursuant to a revolving facility agreement dated 8 May 2017, as amended and restated on 22 April 2020 and further amended on 11 December 2020 and 15 January 2021, between, inter alios, the Company, TalkTalk Communications Limited, TalkTalk Telecom Limited, TalkTalk Telecom Holdings Limited, Barclays Bank PLC, DNB (UK) Limited, HSBC Bank plc and National Westminster Bank plc (the “RCF”), the Company has access to a £430 million revolving facility, maturing in 2024. The RCF contains financial covenants that restrict the ratio of net debt to EBITDA and requires minimum levels of interest cover. The interest rate payable on the RCF is at a margin over LIBOR for the appropriate period. The actual margin applicable to any drawing depends on the ratio of net debt to EBITDA calculated in respect of the most recent accounting period.

Save as disclosed above, no other contracts have been entered into by any company in the TalkTalk Group, not being contracts entered into in the ordinary course of business, which are, or may be material, during the period beginning two years immediately before the date of the commencement of the Offer Period and 2 February 2021 (being the Latest Practicable Date prior to the publication of this document).

13. Financing arrangements

Based on the irrevocable undertakings to elect for the Alternative Offer received by the Offeror, it is estimated that if the Scheme becomes Effective the Offeror would be required to pay a maximum of approximately £497 million in cash.

Up to £527 million of debt is to be provided to Finco under the PIK Facility Agreement and, subject to the reduction in the PIK Facility Agreement described in paragraph 15 of Part II (Explanatory Statement) of this document, the amounts drawn by Finco will be loaned to the Offeror in order to fund the cash consideration payable by the Offeror pursuant to the Acquisition. Full details of the PIK Facility Agreement are set out in sub-paragraph 12.1(D) above.

Panmure Gordon, in its capacity as financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to enable it to satisfy in full the cash consideration payable to TalkTalk Shareholders under the terms of the Acquisition.

Further details in respect of the financing of the Acquisition are set out at paragraph 3 of Part IV (The Alternative Offer and the Offeror Group) of this document.

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14. Ratings

14.1 As at the commencement of the Offer Period, TalkTalk had the following ratings and outlooks publicly accorded to it by ratings agencies:

Agency TalkTalk

Fitch Rating BB- Outlook Stable Standard & Poor’s Rating BB- Outlook Positive

14.2 On 26 January 2021, Standard & Poor’s published a report downgrading TalkTalk to B+; Outlook Stable and Fitch published a report affirming its existing ratings. Accordingly, since 26 January 2021 TalkTalk had the following ratings and outlooks publicly accorded to it by ratings agencies:

Agency TalkTalk

Fitch Rating BB- Outlook Stable Standard & Poor’s Rating B+ Outlook Stable

14.3 In its report dated 26 January 2021, Standard & Poor’s set out the following reasons for its decision:

“We expect the proposed acquisition of U.K.-based TalkTalk Telecom Group PLC (TalkTalk) by Tosca IOM Ltd. (HoldCo) to be financed through payment-in-kind (PIK) toggle notes raised by HoldCo. As a result, we forecast that TalkTalk’s pro forma S&P Global Ratings-adjusted leverage, including the HoldCo PIK, will increase to about 4.4x-4.8x in fiscal year (FY) ending Feb. 28, 2021.

TalkTalk is also planning to raise £100 million of unsecured bonds to partly refinance senior operating company (OpCo) debt. We expect this will be leverage-neutral.

We are therefore lowering our ratings on TalkTalk and its senior notes to ‘B+’ from ‘BB-’.

The stable outlook reflects our expectation that TalkTalk will grow its revenue and EBITDA in FY2022, largely as a result of customer upgrades to faster fiber broadband and easing of pandemic headwinds. We expect TalkTalk's adjusted debt to EBITDA will fall to 4.2x-4.5x and its adjusted free operating cash flow (FOCF) to debt will remain above 5 per cent..”

14.4 In its report dated 26 January 2021, Fitch sets out the following reasons for its decision:

“The affirmation follows the recommendation by the company’s board to accept the cash offer made by TalkTalk’s second-largest TalkTalk Shareholder, Tosca, to acquire the entire share capital of the company in a take-private transaction. The affirmation reflects that additional payment in kind (PIK) debt required to fund the proposed post-transaction structure would not be considered as TalkTalk’s debt and thereby does not weaken the company’s credit profile or increase the probability of default.

If the take-private transaction proceeds as proposed and based on the information provided to Fitch, we would consider the HoldCo PIK notes as non-debt of the rated entity, reflecting effective ring-fencing of TalkTalk’s senior debt. HoldCo’s PIK notes will be outside of the restricted group and will be structurally subordinated to TalkTalk’s senior debt. TalkTalk will not guarantee any debt issued outside the restricted group. There are no significant events of default in the indenture of the PIK notes that would cause a cross default or cross acceleration with TalkTalk's senior debt that materially raise the probability of default, in our opinion.

TalkTalk’s senior unsecured rating will also apply to company’s prospective GBP100 million, 3.875 per cent. senior notes due 2025. The notes are a tap issuance and will be consolidated into a single class with TalkTalk's existing GBP575 million, 3.875 per cent. senior notes due 2025. TalkTalk intends to use the proceeds of the transaction to repay GBP98 million of its revolving credit facility (RCF) and pay costs in relation to the refinancing. The transaction is leverage neutral but TalkTalk does not have any leverage headroom at its ‘BB-’ rating.”

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15. No significant change

15.1 There has been no significant change in the financial or trading position of TalkTalk since 30 September 2020 (the date to which the last published interim results of TalkTalk were prepared).

15.2 There has been no significant change in the financial or trading position of the Offeror since 24 September 2020 (the date on which the Offeror was incorporated).

16. Fees and expenses

16.1 The Offeror’s fees and expenses

The aggregate fees and expenses which are expected to be incurred by the Offeror in connection with the Acquisition are estimated to amount to £24,800,000 plus applicable value added tax. The aggregate number consists of the following categories:

Notes Estimated cost (£)

Financing arrangements (i) 20,000,000 Financial and corporate broking advice 1,300,000 Legal advice 1,800,000 Accounting advice 0 Public relations advice 100,000 Management consultants’ advice 0 Other professional services 1,200,000 Other costs and expenses 400,000 Aggregate fees and expenses 24,800,000

In addition, stamp duty of 0.5 per cent. will be payable by the Offeror on all Scheme Shares acquired pursuant to the Acquisition.

Notes:

(i) £18,000,000 of the fees and expenses relating to financing arrangements will be payable as arrangement fees on the Effective Date. In addition, a ticking fee is payable on the undrawn amount of the financing facilities available under the PIK Facility Agreement for the period from 17 December 2020 until utilisation of the facility. Details of the principal amounts of the financing facilities and the annual percentage rate applicable for the ticking fee are set out in the description of the facility agreement in sub-paragraph 12.1(D) above.

16.2 TalkTalk’s fees and expenses

The aggregate fees and expenses which are expected to be incurred by TalkTalk in connection with the Acquisition are estimated to amount to £11,400,000 plus applicable value added tax. The aggregate number consists of the following categories:

Estimated cost (£)

Financial and corporate broking advice 4,600,000 Legal advice 1,900,000 Accounting advice 100,000 Public relations advice 100,000 Management consultancy and other professional services 2,700,000 Other costs and expenses 2,000,000 Aggregate fees and expenses 11,400,000

17. Miscellaneous

17.1 Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between the Offeror or any person acting in concert with the Offeror for the purposes of the Acquisition and any of the TalkTalk Directors or recent directors, shareholders or recent shareholders of TalkTalk or any person interested or recently interested in TalkTalk Shares, having any connection with or dependence upon the Acquisition.

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17.2 Save as disclosed in this document, no proposal exists in connection with the Acquisition for any payment or other benefit to be made or given by the Offeror or any person acting in concert with the Offeror for the purposes of the Acquisition to any TalkTalk Director as compensation for loss of office or as consideration for, or in connection with, their retirement from office.

17.3 Save as disclosed in this document, there is no agreement, arrangement or understanding whereby the beneficial ownership of any of the TalkTalk Shares acquired by the Offeror pursuant to the Acquisition will be transferred to any other person, save that the Offeror reserves the right to transfer any such shares to any of its subsidiaries.

17.4 The emoluments of the current Offeror Directors will not be affected by the Acquisition or any other associated transaction.

17.5 There are no incentivisation arrangements proposed between members of TalkTalk’s management who are interested in TalkTalk Shares and the Offeror following the Effective Date.

17.6 There are no agreements or arrangements to which the Offeror is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition of the Acquisition.

17.7 Panmure Gordon has given and has not withdrawn its written consent to the publication of this document with the inclusion herein of the references to its name in the form and context in which it appears.

17.8 Barclays has given and has not withdrawn its written consent to the publication of this document with the inclusion herein of the references to its name in the form and context in which it appears.

17.9 Deutsche Bank has given and has not withdrawn its written consent to the publication of this document with the inclusion herein of the references to its name in the form and context in which it appears.

17.10Lazard has given and has not withdrawn its written consent to the publication of this document with the inclusion herein of the references to its name in the form and context in which it appears.

17.11All references to time in this document, the Forms of Proxy and the Form of Election are to London time unless the context provides otherwise.

18. Bases and sources

18.1 Unless otherwise stated in this document:

(A) As at close of business on the Latest Practicable Date, TalkTalk had 1,146,269,670 ordinary shares in issue and no ordinary shares were held in treasury. Accordingly, as at close of business on the Latest Practicable Date, TalkTalk had 1,146,269,670 ordinary shares in issue and held outside of treasury.

(B) The fully diluted share capital of TalkTalk is calculated on the basis of: (a) the number of issued TalkTalk Shares set out in paragraph 18.1(A) of this Part IX (Additional Information); and (b) no additional TalkTalk Shares being issued on or after the date of this document on the exercise of options or other awards under the TalkTalk Share Plans (taking into account the exercise by TalkTalk’s remuneration committee of applicable discretions).

(C) Unless otherwise stated, all prices quoted for TalkTalk Shares are Closing Prices.

(D) Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest decimal place.

(E) The premium calculations to the price for each TalkTalk Share have been calculated by reference to:

(i) the Closing Price of 83.3 pence for each TalkTalk Share on 7 October 2020 (being the last Business Day before commencement of the Offer Period);

(ii) the volume-weighted average price of 77.1 pence for each TalkTalk Share for the three month period ended 7 October 2020; and

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(iii) the volume-weighted average price of 82.7 pence for each TalkTalk Share for the six month period ended 7 October 2020.

(F) Unless otherwise stated, the financial information relating to TalkTalk has been extracted from TalkTalk’s annual report and accounts for the financial year ended 31 March 2020.

19. Documents on display

19.1 A copy of this document will be available free of charge on TalkTalk’s website at www.talktalkgroup.com, on Toscafund’s website at www.toscafund.com and on Penta’s website at www.pentacapital.com, in each case promptly following the publication of this document and in any event by no later than 12 noon on the Business Day following the publication of this document until the end of the Offer Period (or, if later, the end of any competition reference period).

19.2 In accordance with Rule 26.3 of the Code, copies of the following documents (other than those documents set out in sub-paragraph (G) (to the extent not entered into in connection with the Acquisition)) have been published on TalkTalk’s website at www.talktalkgroup.com, on Toscafund’s website at www.toscafund.com and on Penta’s website at www.pentacapital.com respectively and will be available until the end of the Offer Period (or, if later, the end of any competition reference period):

(A) the irrevocable undertakings to vote (or procure the vote) in favour of Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting referred to in paragraph 8 above and, where relevant, to elect for the Alternative Offer;

(B) the Offeror Articles;

(C) the TalkTalk Articles;

(D) the valuation of the Offeror Ordinary Shares by Panmure Gordon set out in Part VIII (Rule 24.11 Estimate of Value Letter) of this document;

(E) all service agreements and letters of appointment of the TalkTalk Directors referred to in paragraph 11 above;

(F) the letters of consent referred to in sub-paragraphs 17.7 to 17.10 above;

(G) the material contracts referred to in paragraph 12 above entered into in connection with the Offer;

(H) the draft Shareholders’ Agreement; and

(I) the Forms of Proxy and the Form of Election.

19.3 For the avoidance of doubt, the content of the websites referred to in sub-paragraphs 19.1 and 19.2 above is not incorporated into and does not form part of this document.

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PART X

DEFINITIONS

In this document (with the exception of Part VII (The Scheme of Arrangement)), the Forms of Proxy and the Form of Election, the following words and expressions have the following meanings, unless the context requires otherwise:

“Acquisition” the proposed acquisition by the Offeror of the entire issued and to be issued ordinary share capital of TalkTalk, to be implemented by means of the Scheme, on the terms and subject to the Conditions set out in this document (or by means of a Takeover Offer, under certain circumstances as described in this document) and, where the context permits, any subsequent revision, variation, extension or renewal thereof

“Alternative Offer” the alternative offer under which TalkTalk Shareholders (other than Restricted Overseas Shareholders) may elect to receive Consideration Shares, in lieu of cash under the Cash Offer, on the basis of one Consideration Share for each Scheme Share held

“Announcement” the announcement of the Acquisition dated 17 December 2020 made by the Offeror and TalkTalk in accordance with Rule 2.7 of the Code

“Ares” Ares Management Limited, a company incorporated in England and Wales with registered number 05837428 whose registered office is at c/o Tmf Group 8th Floor, 20 Farringdon Street, London EC4A 4AB

“associated undertaking” shall be construed in accordance with paragraph 19 of Schedule 6 to the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations

“Australia” the commonwealth of Australia, its states, possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof

“Barclays” Barclays Bank PLC, acting through its Investment Bank, the Company’s joint financial adviser and joint corporate broker

“Business Day” a day (other than a Saturday, Sunday or public holiday) on which banks in London are open for normal business

“Canada” Canada, its possessions, provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof

“Cash Consideration” the cash consideration due to a Scheme Shareholder from the Offeror under the Scheme in connection with the transfer of the Scheme Shares

“Cash Offer” the Offer Price, in cash, payable in consideration for each Scheme Share held under the terms, and subject to the conditions of, the Acquisition

where a share or other security is not in uncertificated form (that is, not in CREST)

“Closing Price” the closing middle market quotation of a TalkTalk Share as derived from the Daily Official List of the London Stock Exchange

“certificated” or in “certificated form”

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“CMA” the Competition and Markets Authority of the United Kingdom (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time)

“CMA Phase 2 Reference” a reference pursuant to sections 22, 33, 45 or 62 of the Enterprise Act 2002 (as amended) of the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

“Code” the City Code on Takeovers and Mergers (as amended from time to time)

“Company” or “TalkTalk” TalkTalk Telecom Group PLC, a company incorporated and registered in England and Wales with company number 07105891 and whose registered office is at Soapworks, Ordsall Lane, Salford, United Kingdom M5 3TT

“Companies Act” the Companies Act 2006 (as amended)

“Conditions” the conditions to the Acquisition (including the Scheme) which are set out in Part III (Conditions to the implementation of the Acquisition) of this document

“connected person” as defined in section 252 of the Companies Act

“Consideration Shares” Offeror Ordinary Shares to be issued pursuant to the Alternative Offer

“Court” the High Court of Justice, Business and Property Courts of England and Wales, Companies Court

“Court Hearing” the hearing by the Court to sanction this Scheme under section 899 of the Companies Act

“Court Meeting” the meeting or meetings of Scheme Shareholders convened by order of the Court pursuant to section 896 of the Companies Act and to be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP at 10.00 a.m. on 1 March 2021, notice of which is set out in Part XI (Notice of Court Meeting) of this document, for the purposes of considering and, if thought fit, approving the Scheme (with or without modification or amendment approved or imposed by the Court and agreed to by the Offeror and TalkTalk) and any adjournment, postponement or reconvention thereof

“Court Order” the order of the Court sanctioning the Scheme under section 899 of the Companies Act

“CREST” the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations

“CREST Manual” the CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com/CREST

“CREST payment” has the meaning given in the CREST Manual

“CREST Proxy Instruction” the appropriate CREST message to make a proxy appointment by means of CREST

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“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended from time to time)

“CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor

“Daily Official List” the daily official list of the London Stock Exchange

“Dealing Disclosure” an announcement pursuant to Rule 8 of the Code containing details of dealings in relevant securities of a party to an offer

“Deutsche Bank” Deutsche Bank AG, London Branch, the Company’s joint financial adviser and joint corporate broker

“Disclosed” information which has been fairly disclosed:

(a) by or on behalf of TalkTalk to the Offeror or Tosca Penta or to the professional advisers of the Offeror or Tosca Penta (in their capacity as such in relation to the Acquisition) prior to the date of the Announcement;

(b) in the annual report and accounts of TalkTalk for the financial year ended 31 March 2020;

(c) in the Announcement; or

(d) in any other public announcement made by TalkTalk via a Regulatory Information Service prior to the date of the Announcement

“DTRs” the disclosure guidance and transparency rules made by the FCA pursuant to section 73A of FSMA (as amended from time to time)

“Effective” in the context of the Acquisition:

(a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms upon the delivery of the Court Order to the Registrar of Companies for registration; or

(b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Code

“Effective Date” the date on which the Scheme becomes Effective

“Election Return Date” means 3 March 2021 or such later date(s) as may be announced by TalkTalk to a Regulatory Information Service, such announcement being made prior to a date which would, absent such an announcement, be the Election Return Date

“Election Return Time” 1.00 p.m. on the Election Return Date

“electronic form” as defined in the Code

“Enlarged Group” the combined businesses of the Offeror Group and the TalkTalk Group following the completion of the Acquisition

“Equiniti” or “Registrars” Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

“Escrow Agent” Equiniti (in its capacity as escrow agent, as described in the CREST Manual)

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“EU Merger Regulation” Council Regulation (EC) No. 139/2004 (as amended from time to time)

“Euroclear” Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 02878738

“Excluded Shares” any TalkTalk Shares which, at the relevant time, are:

(a) registered in the name of or beneficially owned by the Offeror or any other member of the Offeror Group (or their nominee(s)); or

(b) held in treasury

“Explanatory Statement” the explanatory statement relating to the Scheme, as set out in Part II (Explanatory Statement) of this document, which together with the documents incorporated therein constitute the explanatory statement relating to the Scheme as required by section 897 of the Companies Act

“FCA” the Financial Conduct Authority or its successor from time to time

“Finco” Tosca IOM Finco Limited, a company incorporated in England and Wales with registered number 12984607 whose registered office is at Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW

“Form of Election” the yellow form of election for use in respect of the Alternative Offer by Scheme Shareholders (other than Restricted Overseas Shareholders) who hold their TalkTalk Shares in certificated form only

“Forms of Proxy” as the context may require, either or both of:

(a) the blue form of proxy for use at the Court Meeting; and

(b) the white form of proxy for use at the General Meeting,

each of which accompanies this document

“FSMA” the Financial Services and Markets Act 2000 (as amended from time to time)

“General Meeting” the general meeting of TalkTalk Shareholders to be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP at 10.15 a.m. on 1 March 2021 (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) (including any adjournment, postponement or reconvention thereof) to be convened for the purpose of considering and, if thought fit, approving the Special Resolution for the purpose of the Scheme, notice of which is set out in Part XII (Notice of General Meeting) of this document

“hard copy form” as defined in the Code

“HMRC” Her Majesty’s Revenue and Customs

“holder” a registered holder of shares, including any person entitled by transmission

“IFRS” International Financial Reporting Standards, as adopted by the European Union

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“Independent TalkTalk Directors” each of Ian West, Sir Howard Stringer, Nigel Langstaff and Phil Jordan

“Japan” Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any political subdivision thereof

“Joint Financial Advisers” together, Barclays and Deutsche Bank, the Company’s joint financial advisers

“Latest Practicable Date” 2 February 2021

“Lazard” Lazard & Co., Limited, financial adviser to the Company in connection with the Acquisition

“Listing Rules” the listing rules made by the FCA pursuant to section 73A of FSMA (as amended from time to time)

“London Stock Exchange” London Stock Exchange plc or its successor from time to time

“Long Stop Date” 30 June 2021 or such later date (if any) as the Offeror and TalkTalk may agree, with the consent of the Panel, and which (if required) the Court may allow

“Lumi” Lumi AGM UK Limited

“Meetings” the Court Meeting and the General Meeting and “Meeting” means either of them

“members” unless the context otherwise requires, members of TalkTalk on the register of members at any relevant date

“Midco” Tosca IOM Midco Limited, a company incorporated in England and Wales with registered number 12985026 whose registered office is at Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW

“New Tosca Penta Funds” together, Tosca Penta Jersey Fund and Tosca Penta LP Fund

the TalkTalk Directors other than the Independent TalkTalk Directors

“Offer Period” the period commencing on 8 October 2020 and ending on:

(a) the earlier of the date on which the Scheme becomes Effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide); or

(b) the earlier of the date on which a Takeover Offer has become or has been declared unconditional as to acceptances and/or the date on which a Takeover Offer lapses or is withdrawn (or such other date as the Panel may decide),

other than (in the case of (a)) where such lapsing or withdrawal is a result of the Offeror exercising its right to implement the Acquisition by way of a Takeover Offer

“Offer Price” 97 pence for every TalkTalk Share payable under the Cash Offer

“Offeror” Tosca IOM Limited, a company incorporated in England and Wales with registered number 12903683 whose registered office is at Level 13, Broadgate Tower, 20 Primrose Street EC2A 2EW

“Non-independent TalkTalk Directors”

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“Offeror Articles” the articles of association of the Offeror as at the date of the Scheme and “Offeror Article” shall mean any article of those Offeror Articles

“Offeror Directors” the directors of the Offeror as at the date of this document or, where the context so requires, the directors of the Offeror from time to time

“Offeror Group” the Offeror and its subsidiary undertakings from time to time

“Offeror Ordinary Shares” ordinary shares of £0.01 each in the capital of the Offeror

“Official List” the official list of the FCA

“Opening Position Disclosure” the announcement required for the purposes of Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Acquisition if the person concerned has such a position

“Overseas Shareholders” Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom

“Panel” the Panel on Takeovers and Mergers

“Panmure Gordon” Panmure Gordon (UK) Limited, financial adviser to the Offeror

“Part VI Rules” together, the DTRs, the Listing Rules and the Prospectus Regulation Rules

“participant ID” the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant

“Penta” Penta Capital LLP, a limited liability partnership registered in Scotland with registered number SO302035 whose registered office is at 150 St. Vincent Street, Glasgow G2 5NE

“persons with information rights” as defined in the Code

“PIK Facility Agreement” the PIK term loan facility agreement dated 17 December 2020 and made between Finco (as the PIK borrower), the Offeror, Midco and Finco (as guarantors), Ares (as arranger, agent and security agent) and the financial institutions listed in Schedule 1 thereto (as lenders) (as amended, restated or supplemented from time to time)

“PRA” the Prudential Regulation Authority or its successor from time to time

“Prospectus Regulation Rules” the prospectus regulation rules made by the FCA pursuant to section 73A of FSMA (as amended from time to time)

“Registrar of Companies” the Registrar of Companies for England and Wales

“Regulatory Information Service” an information service authorised from time to time by the FCA for the purposes of disseminating regulatory announcements

“Relevant Authority” has the meaning given to it in sub-paragraph 3(b) of Part III (Conditions to the implementation of the Acquisition) of this document

“relevant securities” shall be construed in accordance with the Code

“Remuneration Committee” the remuneration committee of TalkTalk

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“Restricted Jurisdiction” Japan, Canada, Australia (or their respective territories) or any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to TalkTalk Shareholders in that jurisdiction

a person (including, without limitation, an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom TalkTalk (following consultation with the Offeror) reasonably believes to be in, or resident in, Australia, Canada or Japan and persons in any other jurisdiction whom TalkTalk (following consultation with the Offeror) is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which TalkTalk (following consultation with the Offeror) regards as unduly onerous

each of Sir Charles Dunstone, Roger Taylor, Tristia Harrison, John Gildersleeve and Timothy Morris

“Scheme” the proposed scheme of arrangement under Part 26 of the Companies Act between TalkTalk and Scheme Shareholders in order to implement the Acquisition, upon the terms and subject to the conditions set out in this document (with or subject to any modification, addition or condition which the Offeror and TalkTalk may agree and the Court may impose or, if required, approve)

“Scheme Record Time” 6.00 p.m. on the Business Day immediately following the date of the Court Hearing

“Scheme Shareholders” the holder(s) of Scheme Shares from time to time

“Scheme Shares” all TalkTalk Shares:

(a) in issue at the date of this document;

(b) if any, issued after the date of this document and before the Voting Record Time; and

(c) if any, issued at or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme

but, in each case, other than Excluded Shares

“SDRT” stamp duty reserve tax

“SEC” the United States Securities and Exchange Commission

“Share Election” has the meaning given to it in clause 3.1 of the Scheme

“Shareholders’ Agreement” the agreement to be entered into on or around the Effective Date among the Offeror, the New Penta Funds, the Tosca Investors and certain TalkTalk Directors and senior managers who elect for the Alternative Offer

“Significant Interest” in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of:

“Rollover Management Shareholders”

“Restricted Overseas Shareholder”

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(a) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; or

(b) the relevant partnership interest

“Special Resolution” the special resolution to be proposed at the General Meeting relating to the Acquisition

“Subscription Agreement” the subscription agreement to be entered into prior to the Effective Date among the Offeror, Penta, Toscafund, Tosca Penta Jersey Fund and Tosca Penta LP Fund

shall be construed in accordance with the Companies Act

“Takeover Offer” if the Acquisition is implemented by way of a takeover offer, as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of the Offeror to acquire the entire issued and to be issued ordinary share capital of TalkTalk (other than the Excluded Shares) on the terms and subject to the conditions to be set out in the related offer document and, where the context permits, any subsequent revision, variation, extension or renewal of such takeover offer

“TalkTalk Articles” the articles of association of TalkTalk as at the date of the Scheme and “TalkTalk Article” shall mean any article of those TalkTalk Articles

the directors of TalkTalk as at the date of this document or, where the context so requires, the directors of TalkTalk from time to time;

“TalkTalk Group” TalkTalk and its subsidiary undertakings from time to time

“TalkTalk Optionholders” holders of TalkTalk Options

“TalkTalk Options” options, awards or other rights to acquire TalkTalk Shares granted pursuant to the TalkTalk Share Plans or otherwise

“TalkTalk Share Plans” the TalkTalk 2010 Discretionary Share Option Plan, the 2020 Discretionary Share Option Plan, the TalkTalk Savings Related Share Option Scheme and the TalkTalk Share Incentive Plan, in each case as amended from time to time

“TalkTalk Shareholders” holders of TalkTalk Shares

“TalkTalk Shares” the ordinary shares of 0.1 of a penny each in the capital of TalkTalk

“Toscafund” Toscafund Asset Management LLP, a limited liability partnership registered in England and Wales with registered number OC320318 whose registered office is at Ferguson House, 15 Marylebone Road, London NW1 5JD

“Tosca Investors” Tosca Opportunity, Tosca Mid Cap, The Pegasus Fund Limited, TEMF Ltd, Tosca Service III LP, Tosca Select LP and Tosca Recovery Select SPV, each advised by Toscafund

“Tosca Penta” together, Toscafund and Penta

“Tosca Penta Jersey Fund” Tosca Penta IOM Limited, a company incorporated and registered in Jersey with company number 132691 and whose registered office

“TalkTalk Board” or “TalkTalk Directors”

“subsidiary”, “subsidiary undertaking” and “undertaking”

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is at Second Floor, No 4 The Forum, Grenville Street, St. Helier, Jersey JE2 44F

“Tosca Penta LP Fund” Tosca Penta IM Investments LP, a Scottish limited partnership with registered number SL034731 and whose principal place of business is at 150 St. Vincent Street, Glasgow G2 5NE

“TTE instruction” a transfer to escrow instruction (as defined in the CREST Manual)

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST

“US” or “United States” or “USA” the United States of America, its territories and possessions, any State of the United States, and the District of Columbia

“US Exchange Act” the US Securities Exchange Act 1934, as amended and the rules and regulations promulgated thereunder

“US person” as defined in Regulation S, as promulgated under the US Securities Act

“US Securities Act” the US Securities Act 1933, as amended, and the rules and regulations promulgated thereunder

“US TalkTalk Shareholders” TalkTalk Shareholders who have a registered address in the US, or who TalkTalk or the Offeror reasonably believe to be citizens, residents or nationals of the US, including any custodian, nominee or trustee holding TalkTalk Shares for persons in the US or with a registered address in the US

“VAT” value added tax as provided under the Value Added Tax Act 1994

“Virtual Meeting Guide” the guide prepared by Lumi explaining how Scheme Shareholders and TalkTalk Shareholders can remotely access and participate in the Meetings via the Virtual Meeting Platform

“Virtual Meeting Platform” the Lumi virtual meeting platform

“Voting Record Time” 6.30 p.m. on 25 February 2021, being the day which is two days before the date of the Court Meeting or, if such Court Meeting is adjourned, 6.30 p.m. on the day which is two days before the date of such adjourned meeting

“Wider Offeror Group” the Offeror and its parent undertakings and its and such parent undertakings’ subsidiary undertakings, the Tosca Investors and the New Tosca Penta Funds and their respective associated undertakings, and any other body corporate, partnership, joint venture or person in which the Offeror and all such undertakings (aggregating their interests) have a Significant Interest but excluding, for these purposes, TalkTalk

“Wider TalkTalk Group” TalkTalk and its associated undertakings and any other body corporate, partnership, joint venture or person in which TalkTalk and all such undertakings (aggregating their interests) have a Significant Interest

“uncertificated” or in “uncertificated form”

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the lawful currency of the United Kingdom from time to time

“$”, “US$” or “US Dollars” the lawful currency of the United States from time to time

In this document, the Forms of Proxy and the Form of Election, references to the singular include the plural and vice versa, unless the context otherwise requires.

This document was published on 5 February 2021.

“£” or “pounds” or “pence” or “p” or “Sterling”

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PART XI

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2021-000132 BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD)

MR JUSTICE MANN

IN THE MATTER OF TALKTALK TELECOM GROUP PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 3 February 2021 made in the above matter, the Court has given permission for a meeting (the “Court Meeting”) to be convened of the Scheme Shareholders (as defined in the Scheme of Arrangement referred to below), for the purpose of considering and, if thought fit, approving (with or without modification or addition) a scheme of arrangement (the “Scheme of Arrangement”) pursuant to Part 26 of the Companies Act 2006 (the “Companies Act”) proposed to be made between TalkTalk Telecom Group PLC (“TalkTalk” or the “Company”) and the Scheme Shareholders and that such Court Meeting will be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP on 1 March 2021 at 10.00 a.m.

A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act are incorporated in the document of which this Notice of Court Meeting forms part.

In light of current guidance issued by the UK government restricting social gatherings, which would prohibit TalkTalk Shareholders attending the Meetings if the guidance remains in place at the date of the Meetings, and the general uncertainty on what additional and/or alternative measures may be put in place by the UK government should the current guidance be amended by the date of the Meetings, the TalkTalk Board, with regret, requests that TalkTalk Shareholders do not attend the Meetings in person irrespective of whether the restrictions on social gatherings remain in place at the date of the Meetings. As an alternative, the TalkTalk Board has put in place measures to allow TalkTalk Shareholders to attend, submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. The TalkTalk Board also encourages TalkTalk Shareholders to vote on the resolutions being put to the Meetings by appointing the chairman of the relevant Meeting as a proxy and giving voting instructions in advance, either by submitting the accompanying Forms of Proxy via post or by appointing a proxy electronically or through CREST irrespective of whether the TalkTalk Shareholder intends to attend the Meetings electronically via the Virtual Meeting Platform. If any person other than the Chairman of the relevant Meeting is appointed as a proxy or corporate representative, they will not be permitted to attend the Meeting in person, but will be able to attend, submit written questions and vote at the Meetings remotely via a virtual meeting platform provided by Lumi AGM UK Limited (the “Virtual Meeting Platform”).

The TalkTalk Board will review the arrangements for the Meeting and any additional and/or alternative measures in advance of the Meetings and the Company will update TalkTalk Shareholders of any changes to these arrangements via a Regulatory Information Service as necessary. The Company encourages the TalkTalk Shareholders to check its website (at www.talktalkgroup.com/investors-centre) regularly for the latest information on its engagement with TalkTalk Shareholders in connection with the Meetings and the arrangements for the Meetings.

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Instructions for accessing the Virtual Meeting Platform Scheme Shareholders will be given the opportunity to remotely attend, submit written questions and/or objections and vote at the Court Meeting via the Virtual Meeting Platform. Scheme Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To remotely attend, submit written questions and/or vote using this method, please go to https://web.lumiagm.com. Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 173-914-964. You will then be prompted to enter your unique Shareholder Reference Number (“SRN”) and PIN (which is the first two and last two digits of your SRN). These can be found printed on the Forms of Proxy. Access to the Court Meeting via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, as further detailed below. If you are unable to access your SRN and PIN, please call Equiniti between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) via their helpline on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Although access to the Court Meeting via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, the voting functionality will not be enabled until the chairman of the Court Meeting declares the poll open. Scheme Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Independent TalkTalk Directors during the course of the Court Meeting and can use the same function to submit any written objections they may have to the Scheme. The Chairman of the Court Meeting will ensure that all such questions and/or any objections relating to the formal business of the Court Meeting are addressed during the Court Meeting, unless no response is required to be provided under the Companies Act or the provision of a response would, at the Chairman’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Court Meeting.

During the Court Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and/or any objections and vote when the Chairman commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Court Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Court Meeting via the Virtual Meeting Platform and is available on TalkTalk's website at www.talktalkgroup.com/investors-centre.

Appointment of Proxies If you would like to appoint a proxy or corporate representative, you can do so following the instructions set out below and on the accompanying Forms of Proxy and either you or they should contact the Company’s registrar, Equiniti, to obtain details of how they can access the Virtual Meeting Platform and vote. In particular, please contact Equiniti before 10.00 a.m. on 26 February 2021 on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK) for the proxy’s or corporate representative’s unique SRN and PIN. Please ensure a valid proxy appointment has been made by no later than the voting deadline detailed below. Lines are open 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England and Wales).

Scheme Shareholders are strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible, using any of the methods (by post, electronically or through CREST) set out below. Scheme Shareholders are also strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Meetings in person, but will be able to attend, submit written questions and/or any objections and vote at the Meetings remotely via the Virtual Meeting Platform.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, or through CREST) will not prevent you from remotely attending, submitting written questions and/or any objections and voting at the Meetings, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so.

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(a) Sending blue Form of Proxy by post

A blue Form of Proxy for use at the Court Meeting accompanies this Notice of Court Meeting or shall be sent in a separate mailing to those Scheme Shareholders who have elected or are deemed to have elected to receive documents and notices from TalkTalk via TalkTalk’s website.

Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares. Scheme Shareholders are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. However, given the restrictions on attendance at the Court Meeting, you are strongly encouraged to appoint only the “Chair of the meeting” as your proxy, rather than appointing one or more named persons as they will not be permitted to attend the meeting. A space has been included in the blue Form of Proxy to allow Scheme Shareholders entitled to attend and vote at the Court Meeting to specify the number of shares in respect of which that proxy is appointed. Scheme Shareholders who return the blue Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their Scheme Shares.

Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company’s registrars, Equiniti for further blue Forms of Proxy or photocopy the blue Form of Proxy as required. Such Scheme Shareholders should read the information regarding the appointment of multiple proxies set out in the notes contained in the blue Form of Proxy. As highlighted above, however, in the interests of health and safety neither Scheme Shareholders nor appointed proxies (other than the chairman of the Court Meeting) or corporate representatives, will be admitted to the Court Meeting. Scheme Shareholders are, therefore, recommended to appoint the chairman of the Court Meeting as their proxy.

It is requested that blue Forms of Proxy (together with any power of attorney or authority under which the Form of Proxy is signed or a notarially certified copy of such power of attorney) be lodged with Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 10.00 a.m. on 25 February 2021 or, in the case of an adjourned meeting, not less than 48 hours before the time appointed for the adjourned Court Meeting. In the case of joint holders of Scheme Shares, the vote of the first named in the register who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s).

(b) Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, eligible TalkTalk Shareholders may appoint a proxy or proxies electronically by logging on to the following website www.sharevote.co.uk and entering the voting ID, task ID and shareholder reference number shown on their Forms of Proxy. Alternatively, if you have already registered with Company’s registrars’ online portfolio service, Shareview, you can submit your Proxy Form at www.shareview.co.uk using your usual user ID and password. Full instructions are given on both websites. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti by no later than 10.00 a.m. on 25 February 2021 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned Court Meeting).

Scheme Shareholders may not use any electronic address provided either in this Notice of Court Meeting or in any related documents (including the document of which this Notice of Court Meeting forms part and the blue Form of Proxy) to communicate with TalkTalk for any purposes other than those expressly stated.

(c) Electronic appointment of proxies through CREST

Scheme Shareholders who hold Scheme Shares through CREST and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual which is available at www.euroclear.com/CREST. CREST personal members or other CREST sponsored

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members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti (CREST participant ID RA19) by no later than 10.00 a.m. on 25 February 2021 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned Court Meeting). For this purpose, the time of receipt will be taken as the time (as determined by the stamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.


Voting Record Time

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Entitlement to attend and vote at the Court Meeting (and the number of votes which may be cast thereat) will be determined by reference to the register of members of the Company at 6.30 p.m. on 25 February 2021 or, in the case of an adjourned meeting, at 6.30 p.m. on the day which is two days before the date of the adjourned meeting. In each case, changes to the register of members of the Company after 6.30 p.m. on the relevant date will be disregarded.

Joint Holders

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any holder of Scheme Shares which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.

By the said Order, the Court has appointed Ian West or, failing him, Sir Charles Dunstone or, failing him, Tristia Harrison, to act as Chairman of the Court Meeting and has directed the Chairman to report the result thereof to the Court.

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The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated: 5 February 2021

Osborne Clarke LLP One London Wall London EC2Y 5EB Solicitors for the Company

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PART XII

NOTICE OF GENERAL MEETING

TALKTALK TELECOM GROUP PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number 07105891)

NOTICE IS HEREBY GIVEN that a general meeting (the “General Meeting”) of TalkTalk Telecom Group PLC will be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP on 1 March 2021 at 10.15 a.m. (or as soon thereafter as the Court Meeting (as defined in the document of which this Notice of General Meeting forms part) shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution:

SPECIAL RESOLUTION

THAT for the purpose of giving effect to the scheme of arrangement dated 5 February 2021 (the “Scheme”) between TalkTalk Telecom Group PLC (the “Company”) and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman thereof, in its original form or subject to any modification, addition or condition approved or imposed by the Court (as defined in the Scheme) and agreed by the Company and Tosca IOM Limited (the “Offeror”):

1. the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;

2. with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 40A:

“40A Scheme of arrangement 40A.1 In this Article 40A, the “Scheme” means the scheme of arrangement dated 5 February 2021,

between the Company and the Scheme Shareholders (as defined in the Scheme) under Part 26 of the CA2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Tosca IOM Limited (the “Offeror”) and (save as defined in this Article 40A) expressions defined in the Scheme shall have the same meanings in this Article 40A.

40A.2 Notwithstanding any other provision of these Articles, if the Company issues any Ordinary Shares (other than to the Offeror and/or its nominee(s)) at or after the adoption of this Article 40A and on or before the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such shares shall be bound by the Scheme accordingly.

40A.3 Notwithstanding any other provision of these Articles, subject to the Scheme becoming effective, if any Ordinary Shares are issued or transferred to any person (a “New Member”) (other than under the Scheme or to the Offeror or its nominee(s)) after the Scheme Record Time (the “Post-Scheme Shares”), such New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) will be obliged immediately to transfer all of the Post-Scheme Shares held by the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to the Offeror or its nominee(s) who shall be obliged to acquire all of the Post-Scheme Shares. The consideration for each Post-Scheme Share transferred to the Offeror shall, subject to Article 40A.4, be 97 pence in cash (or such greater amount as may be payable under the Scheme if modified in accordance with its terms).

40A.4 On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation), the value of the consideration per Post-Scheme Share to be paid under Article 40A.3 shall be adjusted by the directors of the Company in such manner as the auditors of the Company may determine to be appropriate

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to reflect such reorganisation or alteration. References in this Article 40A to Ordinary Shares shall, following such adjustment, be construed accordingly.

40A.5 To give effect to any transfer of Post-Scheme Shares required by Article 40A.3 above, the Company may appoint any person as attorney or agent for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in respect of the Post-Scheme Shares in favour of the Offeror and/or its nominee(s) and to do all such other things and execute and deliver all such documents as may in the opinion of the attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Offeror or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Offeror may direct. If an attorney or agent is so appointed, the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) shall not thereafter (except to the extent that the appointed person fails to act in accordance with the directions of the Offeror) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by the Offeror. The Company may give a good receipt for the purchase price of the Post-Scheme Shares and may register the Offeror as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) for the Post-Scheme Shares. The Offeror shall send a cheque drawn on a UK clearing bank in favour of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) for the consideration for the transfer of such Post-Scheme Shares within 14 Business Days of the date on which the Post-Scheme Shares are issued or transferred to the New Member or, if later, within 14 Business Days of the Scheme becoming effective.

40A.6 If the Scheme shall not have become effective by 30 June 2021 or such later date (if any) as the Offeror and TalkTalk may, with the consent of the Panel on Takeovers and Mergers agree and (if required) the Court may allow, this Article 40A shall be of no effect.”; and

3. subject to and conditional upon the Scheme becoming effective, pursuant to section 97 of the Companies Act 2006 the Company shall be re-registered as a private limited company with the name TalkTalk Telecom Group Limited.

By order of the Board

Tim Morris

Company Secretary

Registered office

Soapworks, Ordsall Lane, Salford M5 3TT

5 February 2021

Notes:

1. In light of current guidance issued by the UK government restricting social gatherings, which would prohibit TalkTalk Shareholders attending the Meetings if the guidance remains in place at the date of the Meetings, and the general uncertainty on what additional and/or alternative measures may be put in place by the UK government should the current guidance be amended by the date of the Meetings, the board of directors of TalkTalk Board, with regret, requests that TalkTalk Shareholders do not attend the Meetings in person irrespective of whether the restrictions on social gatherings remain in place at the date of the Meetings. As an alternative, the TalkTalk Board has put in place measures to allow TalkTalk Shareholders to attend, submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. The TalkTalk Board also encourages TalkTalk Shareholders to vote on the resolutions being put to the Meetings by appointing the chairman of the relevant Meeting as a proxy and giving voting instructions in advance, either by submitting the accompanying Forms of Proxy via post or by appointing a proxy electronically or through CREST irrespective of whether the TalkTalk Shareholder intends to attend the Meetings electronically via the Virtual Meeting Platform. If any person other than the chairman of the relevant Meeting is appointed as a proxy or corporate representative, they will not be permitted to attend the Meeting in person, but will be able to attend, submit written questions and vote at the General Meeting remotely via a virtual meeting platform provided by Lumi AGM UK Limited (the “Virtual Meeting Platform”).

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The TalkTalk Board will review the arrangements for the Meeting and any additional and/or alternative measures in advance of the Meetings and the Company will update TalkTalk Shareholders of any changes to these arrangements via a Regulatory Information Service as necessary. The Company encourages the TalkTalk Shareholders to check its website (at www.talktalkgroup.com/investors-centre) regularly for the latest information on its engagement with TalkTalk Shareholders in connection with the Meetings and the arrangements for the Meetings.

2. Instructions for accessing the Virtual Meeting Platform

TalkTalk Shareholders will be given the opportunity to remotely attend, submit written questions and vote at the General Meeting via the Virtual Meeting Platform.

TalkTalk Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To remotely attend, submit written questions and/or vote using this method, please go to https://web.lumiagm.com.

Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 173-914-964. You will then be prompted to enter your unique Shareholder Reference Number (“SRN”) and PIN (which is the first two and last two digits of your SRN). These can be found printed on the Forms of Proxy. Access to the General Meeting via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, as further detailed below. If you are unable to access your SRN and PIN, please call Equiniti between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) via their helpline on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Although access to the General Meetings via the Virtual Meeting Platform will be available from 9.00 a.m. on 1 March 2021, the voting functionality will not be enabled until the chairman of the General Meeting declares the poll open. TalkTalk Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Independent TalkTalk Directors during the course of the General Meeting. The Chairman of the General Meeting will ensure that all such questions relating to the formal business of the General Meeting are addressed during the General Meeting, unless no response is required to be provided under the Companies Act or the provision of a response would, at the Chairman’s discretion, otherwise be undesirable in the interests of the Company or the good order of the General Meeting.

During the General Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and vote when the Chairman commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the General Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the General Meeting via the Virtual Meeting Platform and is available on TalkTalk’s website at www.talktalkgroup.com/investors-centre.

3. Pursuant to Part 13 of the Companies Act 2006 and to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those members registered in the register of members of the Company at 6.30 p.m. on 25 February 2021 (or, in the case of an adjourned meeting, at 6.30 p.m. on the day which is two days before the date of the adjourned meeting) shall be entitled to attend and vote at the General Meeting in respect of the number of shares registered in their name at that time. In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person to attend and vote at the General Meeting. However, please note the request that members do not attend the General Meeting in person set out in Note 1 above.

4. If you would like to appoint a proxy or corporate representative, you should follow the instructions set out in Notes 5 to 7 below and either you or they should contact the Company’s registrar, Equiniti, to obtain details of how they can access the Virtual Meeting Platform and vote. In particular, please contact Equiniti before 10.00 a.m. on 26 February 2021 on 0371 384 2509 (from within the UK) or +44 371 384 2509 (from outside the UK) for the proxy’s or corporate representative’s unique SRN and PIN. Please ensure a valid proxy appointment has been made by no later than the voting deadline detailed in note 6 below. Lines are open 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England and Wales).

TalkTalk Shareholders are strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible, using any of the methods (by post, electronically or through CREST) set out below. TalkTalk Shareholders are also strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Meetings in person, but will be able to attend, submit written questions and vote at the Meetings remotely via the Virtual Meeting Platform as described above.

The completion and return of the white Form of Proxy by post (or transmission of a proxy appointment or voting instruction electronically or through CREST) will not prevent you from remotely attending, submitting written questions and/or any objections and voting at the Meetings, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so.

5. Shareholders may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. However, given the restrictions on attendance at the Meeting in person, you are encouraged to appoint only the “Chair of the meeting” as your proxy. A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. A white form of proxy accompanies this document. The notes to the white form of proxy include instructions on how to appoint the Chairman of the General Meeting as a proxy. You can only appoint a proxy using the procedures set out in these Notes and in the notes to the white form of proxy.

6. To be valid, a white form of proxy, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, should reach the Company’s registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 10.15 a.m. on 25 February 2021 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

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7. Members can submit a white form of proxy electronically by accessing the Equiniti website at www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed on your Proxy Form). Alternatively, if you have already registered with Company’s registrars’ online portfolio service, Shareview, you can submit your Proxy Form at www.shareview.co.uk using your usual user ID and password. Full instructions are given on both websites. Electronic facilities are available to all members and those who use them will not be disadvantaged. If you submit your form of proxy via the internet, it should reach the registrar by 10.15 a.m. on 25 February 2021 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting). Should you complete your form of proxy electronically and then post a hard copy, the form of proxy that arrives last will be counted to the exclusion of instructions received earlier, whether electronic or posted. Please refer to the terms and conditions of the service on the website.

The notes to the white form of proxy include instructions on how to appoint a proxy by using the CREST proxy appointment service.

You may not use any electronic address provided either in this Notice of General Meeting or in any related documents (including the document of which this Notice of General Meeting forms part and the white form of proxy) to communicate with the Company for any purposes other than those expressly stated.

8. In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.

9. The following information is available at www.talktalkgroup.com/investors-centre (1) The matters set out in this Notice of General Meeting; (2) the total numbers of shares in the Company, and shares in each class, in respect of which members are entitled to exercise voting rights at the General Meeting, (3) the totals of the voting rights that members are entitled to exercise at the General Meeting, in respect of the shares of each class; and (4) members’ statements, members’ resolutions and members’ matters of business received by the Company after the first date on which notice of the General Meeting was given.

10. If you are a person who has been nominated by a member to enjoy information rights in accordance with section 146 of the Companies Act 2006, Notes 3 to 5 above do not apply to you (as the rights described in those Notes can only be exercised by members of the Company) but you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the General Meeting. If you have no such right or do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

11. If a member has exercised the right, pursuant to the Company’s articles of association and section 145 of the Companies Act 2006, to nominate another person to exercise the right to attend, speak or vote at the General Meeting or appoint a proxy for the General Meeting, then that nominee shall have those rights to the exclusion of the member.

12. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Notes 3 to 5 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company’s articles of association and the relevant provision of the Companies Act 2006. However, please note the request that members do not attend the General Meeting in person (including by corporate representative) set out in Note 1 above.

13. Members attending a general meeting would usually have the right to ask and, subject to the provisions of the Companies Act 2006, the Company must cause to be answered, any questions relating to the business being dealt with at the general meeting. In light of the restrictions on attendance at the General Meeting, the TalkTalk Board is encouraging TalkTalk Shareholders to submit written questions and vote at the Meetings electronically via the Virtual Meeting Platform, further details of which are set out above and in the Virtual Meeting Guide.

14. As at 6.30 p.m. on 2 February 2021, the Company’s issued share capital comprised 1,146,269,670 ordinary shares of 0.1 pence nominal value each. Each ordinary share carries the right to one vote at a general meeting of the Company. No ordinary shares were held in treasury and accordingly the total number of voting rights in the Company as at 6.30 p.m. on 2 February 2021 is 1,146,269,670.

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Perivan 260417


Date post:	02-Dec-2021
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