Liberty Global (LBTYA) PREM14APreliminary proxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LIBERTY GLOBAL PLC

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[●], 2023

Dear Shareholder:

Items to be Voted On:

To obtain the shareholder approvals required to effect the introduction of a new holding company incorporated in Bermuda (“New Liberty”) that will become the parent holding company of the Liberty Global group and the issuer of the shares you hold (the “Redomiciliation”), we will be holding a series of back-to-back meetings due to U.S. and U.K. requirements. These back-to-back meetings include meetings ordered by the High Court of Justice of England and

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Wales (each special meeting, a “Court Meeting”), and a related general meeting of holders of our Class A Ordinary Shares and Class B Ordinary Shares (the “General Meeting”). Each of the resolutions to be voted on at the Court Meetings and the General Meeting (other than any adjournment resolution) must be approved by the requisite majority in order for the Redomiciliation to become effective. In addition, due to applicable rules and regulations of the U.S. Securities and Exchange Commission, we are asking our shareholders to vote, on a non-binding, advisory basis, on certain governance changes we are proposing to implement in connection with the Redomiciliation at a separate meeting of our shareholders (the “Shareholders Meeting”, and together with the Court Meetings and the General Meeting, the “Meetings”). The vote on each of the resolutions at the Shareholders Meeting (other than the adjournment resolution) is only advisory and will not affect the approval of the Redomiciliation.

You are cordially invited to attend the meetings above to the extent that you hold the relevant shares of our Class A, Class B or Class C Ordinary Shares (together, the “Liberty Shares”). Each Meeting will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 on [●], 2023.

Important: Class C Ordinary Shares Can Vote

Holders of Class C Ordinary Shares (which are non-voting for most matters) will be entitled to vote on the proposals at the Court Meeting for holders of Class C Ordinary Shares and, on a non-binding, advisory basis, at the Shareholders Meeting. We urge all holders of Class C Ordinary Shares to review these materials and to take the opportunity to vote.

As is currently the case for Liberty Global, the New Liberty shares will be listed on Nasdaq, with the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares (together, the “New Liberty Shares”) trading under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively, the same symbols under which our shares are currently trading.

We are asking Liberty Global shareholders to approve the Redomiciliation via a scheme of arrangement (the “Scheme”) and certain other related proposals. The Scheme will be approved if a majority in number who represent 75 percent or more in value of each class of Liberty Shares present and voting, either in person or by proxy, at the applicable Court Meeting approve the Scheme. In addition, we are asking holders of our Class A Ordinary Shares and Class B Ordinary Shares (the “Voting Shares”) to approve certain other matters related to the implementation of the Scheme. These other matters require approval by at least 75 percent of the votes cast by holders of the Voting Shares, voting as a single class, in person or by proxy, at the General Meeting to be held as soon as the Class C Court Meeting has concluded or been adjourned. Approval of each of these other matters by the requisite majority is a condition to the Scheme, and if any one of those matters is not so approved, the Redomiciliation will not occur.

We are also seeking our shareholders’ vote, on a non-binding, advisory basis, on certain governance changes we are proposing to implement in the bye-laws of New Liberty in connection with the Redomiciliation (the “Advisory Resolutions”). These Advisory Resolutions will be considered approved if approved by the affirmative vote of a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, each voting as a separate class, in person or by proxy at the Shareholders Meeting to be held as soon as the General Meeting has concluded or been adjourned. The Advisory Resolutions are non-binding and, therefore, approval of each Advisory Resolution is not a condition to the implementation of the Scheme. Accordingly, a vote against either of the Advisory Resolutions will not count as a vote against the Scheme. If the Advisory Resolutions are not approved by the requisite majorities of each class, the specific bye-laws of New Liberty which are the subject of the Advisory Resolutions will nevertheless be included in the New Liberty Bye-laws if the Scheme is approved at the applicable Court Meetings and the resolutions necessary to implement the Scheme are approved at the General Meeting.

The board of directors of Liberty Global (the “Board”) has determined that the Scheme, including the Redomiciliation and related governance changes, are advisable and in the best interests of Liberty Global and its shareholders and, as such, has approved the proposal of the Scheme, including the Redomiciliation and those governance

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changes. The Board unanimously recommends that you vote “FOR” each of the resolutions proposed at the applicable Court Meeting, the General Meeting and the Shareholders Meeting, in each case, as described in this Document. All of the members of the Board and all of our executive officers have indicated that they currently intend to vote in favor of the Scheme and each of the resolutions proposed at the General Meeting and the Shareholders Meeting with respect to the Liberty Shares they hold.

This Document provides you with detailed information about the Redomiciliation. We urge you to read all of the information contained and incorporated by reference in this Document, including the “Risk Factors” beginning on page 38, as well as the Annex hereto, carefully and in its entirety. Do not rely solely on this letter or the “Summary” beginning on page 12 as a substitute for reading this Document in full.

All Liberty Global shareholders are invited to attend the Meetings at which they are entitled to vote. Only holders of record of Liberty Shares as of [●] p.m. New York City time ([●] p.m. London time) on [●], 2023, the record date for the Meetings, are entitled to notice of the applicable Meetings or any adjournment thereof. [●] p.m. New York City time ([●] p.m. London time) on [●], 2023 will also serve as the record date for determining those holders of Liberty Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of the Depository Trust Company who are entitled to instruct such bank, broker or other nominee on how to vote those shares at the Meetings. The record date for determining those Liberty Global shareholders who are entitled to vote their Liberty Shares at the Meetings will be [●] p.m. New York City time ([●] p.m. London time) on [●], 2023 or, if any Meeting is adjourned, on the date that is 10 days prior to the date fixed for the adjourned Meeting.

Your vote is important, regardless of the number and class of Liberty Shares you own. To make sure your Liberty Shares are represented at the Meetings, please submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Meetings. You may submit your proxy either over the internet or by signing, dating and returning the applicable enclosed Proxy Card(s) in the envelope provided. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

Sincerely,

Bryan Hall

Executive Vice President, General Counsel and Secretary

Liberty Global plc

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transaction described in this Document or the securities to be delivered in the Redomiciliation or determined if this Document is truthful or complete. Any representation to the contrary is a criminal offense.

This Document is dated [●], 2023 and, together with the enclosed Proxy Card(s), is first being mailed to Liberty Global shareholders on or about [●], 2023.

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TABLE OF CONTENTS

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise.

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to be [●] p.m. New York City time ([●] p.m. London time) on [●], 2023, being the business day immediately preceding the Effective Date;

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All references to “£” are to the lawful currency of the United Kingdom.

All references to “$” or “U.S. dollars” are to the lawful currency of the United States.

All references to “Bermuda dollar” are to the lawful currency of Bermuda.

All references to any statutory provision, law, order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

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IMPORTANT NOTICES

The Board is soliciting your proxy to vote your Liberty Shares at the applicable Meetings, each of which will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 on [●], 2023 (unless adjourned or postponed), and at any adjournments or postponements thereof. The Board is soliciting proxies in order to give all Liberty Global Shareholders at the Scheme Voting Record Time the opportunity to vote on matters that will be presented at the Meetings and at any adjournments or postponements thereof. This Document provides information on these matters to assist you in voting your Liberty Shares.

If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Liberty Shares, promptly send this Document and the accompanying documents (other than any documents or forms personalized to you) to the purchaser or transferee, or to the bank, stockbroker or other agent through whom such sale or transfer was effected for delivery to the purchaser or transferee. However, this Document and the accompanying documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you sell or otherwise transfer, or have sold or otherwise transferred, part, but not all, of your Liberty Shares, retain this Document and the accompanying documents and contact the bank, stockbroker or other agent through whom such sale or transfer was effected.

The action to be taken by Liberty Global Shareholders in respect of the applicable Meetings is explained in “Action to be Taken” and “Part I (Explanatory Statement) — 16. Action to be Taken” beginning on pages 31 and 71 of this Document, respectively.

Overseas Jurisdictions

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom, the United States or Bermuda may be restricted by law. Any person who is subject to the law of any jurisdiction other than the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom, the United States or Bermuda to vote their Liberty Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable restrictions 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 Scheme disclaim any responsibility or liability for the violation of such restrictions by any person. This Document has been prepared for the purposes of complying with English law, the proxy solicitation rules under the U.S. Exchange Act and the listing standards of Nasdaq, and the information disclosed herein 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 other jurisdictions.

Unless otherwise determined by Liberty Global and permitted by applicable laws and regulations, this Document will not be made available, directly or indirectly, in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction, and no person may vote in favor of the Scheme, the matters presented at the General Meeting or the matters presented at the Shareholders Meeting by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this Document (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

In any case where a Liberty Global Shareholder who has a registered address outside the United Kingdom, the United States or Bermuda, or who is a citizen of, or resident in, a jurisdiction other than the United Kingdom, the United States or Bermuda (an “Overseas Shareholder”) is resident, located or has a registered address in a

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Restricted Jurisdiction or where New Liberty is advised, or otherwise reasonably believes, that the issue of New Liberty Shares to an Overseas Shareholder would or might violate the laws of any jurisdiction outside the United Kingdom, the United States or Bermuda, or would or might require Liberty Global or New Liberty to obtain or observe any governmental or other consent or any registration, filing or other formality (including ongoing requirements) with which Liberty Global or New Liberty is unable to comply, or which Liberty Global or New Liberty regards as unduly onerous, (a) the Company may, subject to the amendment of the Articles pursuant to the Articles Amendment Resolution, (unless such member satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, the Scheme Shares held by such holder to a nominee to hold such Scheme Shares in trust for that holder, on terms that the nominee shall sell the New Liberty Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date or (b) allot and issue the New Liberty Shares due to the relevant Scheme Shareholder pursuant to the Scheme to a nominee appointed by New Liberty as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder, provided in each case that any such sale shall be at the best price which can reasonably be obtained at the time of such sale and that the proceeds of such sale (net of the expenses of sale including commissions and value added tax) shall be paid to such member by delivering a check to such member in accordance with the provisions of Clause 4 of the Scheme.

THIS DOCUMENT DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER TO SELL OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY NEW LIBERTY SHARES BY ANY PERSON IN ANY RESTRICTED JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY ANY SUCH PERSON THAT WOULD PERMIT A PUBLIC OFFERING OF NEW LIBERTY SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, NOR HAS ANY SUCH ACTION BEEN TAKEN WITH RESPECT TO THE POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OTHER THAN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NONE OF LIBERTY GLOBAL, NEW LIBERTY OR THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS, AGENTS OR ADVISORS ACCEPTS ANY RESPONSIBILITY FOR ANY VIOLATION OF ANY OF THESE RESTRICTIONS BY ANY OTHER PERSON.

The availability of New Liberty Shares under the Scheme to Liberty Global Shareholders who are not resident in the United Kingdom, the United States or Bermuda may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details relating to Overseas Shareholders are set forth in “Part I (Explanatory Statement) — 15. Overseas Shareholders” beginning on page 69 of this Document.

Accounting Standards

The financial information included in this Document has been and will be prepared in accordance with U.S. generally accepted accounting principles.

Forward-Looking Statements

This Document, including documents incorporated by reference herein, 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 Liberty Global and certain plans and objectives of Liberty Global with respect to the Redomiciliation. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are statements of future expectations that are based on current expectations,

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assumptions and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Although Liberty Global believes that the expectations reflected in such forward-looking statements are reasonable, we cannot give assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, the matters set forth under “Forward Looking Statements” in Part I, Item 1 of Liberty Global’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Other factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements include our ability to obtain the approval of Liberty Global Shareholders of the Scheme and the General Meeting Resolutions, our ability to obtain the approval of the Court of the Scheme, our ability to satisfy the other conditions to the Redomiciliation on the expected timeframe, or at all, our ability to realize the expected benefits from the Redomiciliation and the occurrence of unanticipated difficulties or costs in connection with the Redomiciliation.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements included in this Document or documents incorporated by reference herein, including (without limitation) the following factors: local and global economic and business conditions; market-related risks such as fluctuations in interest rates and exchange rates; the policies and actions of regulatory authorities; the impact of competition, inflation and deflation; the timing impact and other uncertainties of future acquisitions, disposals or combinations within relevant industries (including uncertainties relating to the Scheme and the Redomiciliation); as well as the impact of tax and other legislation or regulations in the jurisdictions in which Liberty Global Group operates in or holds its interests in.

Additional factors that could cause actual results to differ materially from those expressed in such forward-looking statements are set forth under “Risk Factors” in Part I, Item 1A of Liberty Global’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated by reference herein. See “Part V (Additional Information) — Where You Can Find More Information” beginning on page 123 of this Document for more information about the documents incorporated by reference into this Document.

All of our forward-looking statements should be considered in light of these factors. All of our forward-looking statements speak only as of the date they were made, and we undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise, except as may be required under applicable securities laws and regulations. Any forward-looking statements in this Document, including documents incorporated by reference herein, are not guarantees of future performance, and actual results, developments and business decisions may differ from those contemplated by those forward-looking statements, possibly materially. Accordingly, you should not place undue reliance on any such forward-looking statements.

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No forward-looking statements in this Document have been reviewed by the auditors of Liberty Global. All subsequent oral or written forward-looking statements attributable to any of Liberty Global or its shareholders, directors, officers, advisors or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

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SUMMARY

This Document describes the Scheme, the General Meeting Resolutions, the Advisory Resolutions and the Redomiciliation that will result in a new Bermuda-incorporated parent holding company of the Liberty Global Group and other related matters.

Here is what you need to do now:

if you have any questions, contact the Shareholder helpline, details of which are set forth below (the “Shareholder Helpline”).

Holders of Class C Ordinary Shares (which are non-voting for most matters) will be entitled to vote on the proposals at the Court Meeting for holders of Class C Ordinary Shares and, on a non-binding, advisory basis, at the Shareholders Meeting. We urge all holders of Class C Ordinary Shares to review these materials and to take the opportunity to vote.

This “Summary” highlights selected information from this Document and may not contain all of the information that is important to you. Shareholders are urged to read the information contained and incorporated by reference in this Document, as well as the Annex hereto, carefully and in their entirety. Do not solely rely on this “Summary” or regard reading this “Summary” as a substitute for reading this Document carefully and in its entirety.

The Redomiciliation

The Scheme (see page 75)

The Scheme, if it is approved and becomes effective, will result in: (a) a new holding company incorporated in Bermuda, New Liberty, becoming the parent holding company of the Liberty Global Group, (b) Liberty Global Shareholders holding New Liberty Shares of the equivalent number and class of shares in Liberty Global you currently hold, and (c) Liberty Global becoming a wholly owned subsidiary of New Liberty. Following the Effective Date, the Liberty Global Group with New Liberty as its parent holding company will continue to conduct the same business operations as were conducted by the Liberty Global Group prior to the Effective Date. No existing operating business of the Liberty Global Group will be transferred to Bermuda by virtue of the Scheme.

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Under the Scheme, on the Effective Date, New Liberty will issue the New Liberty Shares to all holders of Liberty Shares as of the Scheme Record Time (the relevant time being [●] p.m. New York City time ([●] p.m. London time) on the business day immediately preceding the Effective Date, expected to be [●], 2023), and accordingly, on the Effective Date all Liberty Shares will be cancelled, and all holders of Liberty Shares will receive fully paid and non-assessable New Liberty Shares as follows:

The Board may exercise its discretion to delay or abandon the Scheme and the Redomiciliation at any time, including after Shareholder approval has been obtained at the Meetings. See “Risk Factors — Risks Associated with the Redomiciliation — The Board may choose to delay or abandon the Scheme and the Redomiciliation at any time prior to the Effective Date” on page 39 of this Document, as well as the other risk factors set forth under “Forward-Looking Statements” and “Risk Factors” beginning on pages 9 and 38 of this Document, respectively.

Meetings and Consents for Implementation of the Proposal and Advisory Resolutions (see page 54)

Court Meetings

The Court Meetings have been convened, pursuant to an order of the Court, to enable the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, to consider and approve: (a) the Scheme (and therefore the Redomiciliation), and (b) the adjournment of each Court Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme at the applicable Court Meeting. See “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions” beginning on page 54 of this Document.

The approval required to approve the Scheme at each Court Meeting is a majority in number who represent 75 percent or more in value of the applicable class of Liberty Shares held by Scheme Shareholders present and voting, either in person or by proxy, at such Court Meeting. The approval required to approve the Court Meetings Adjournment Resolutions is a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares or Class C Ordinary Shares, respectively, either in person or by proxy, at the applicable Court Meeting.

The Board unanimously recommends that Liberty Global Shareholders vote “FOR” each of the Court Meetings Resolutions at the applicable Court Meeting.

General Meeting

Following the Court Meetings, the following General Meeting Resolutions are to be considered at the General Meeting, each as described below and in more detail in “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — General Meeting” beginning on page 56 of this Document.

We are asking the Voting Shareholders to approve Scheme Resolutions No. 1 through No. 4, which relate to certain procedural matters necessary to implement the Scheme.

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The purpose of Scheme Resolution No. 1 is to approve the Scheme and give the Board the authority to carry out the procedural actions necessary to implement the Scheme.

The purpose of Scheme Resolution No. 2 is to authorize the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares.

The purpose of Scheme Resolution No. 3 is to approve the issuance of the New Shares to New Liberty as part of the Scheme such that Liberty Global will become a wholly owned subsidiary of New Liberty.

The purpose of Scheme Resolution No. 4 is to amend the Articles to ensure that any additional Liberty Shares issued pursuant to the Liberty Equity Incentive Plans, or otherwise, are, dependent on timing, subject to the Scheme or exchanged for New Liberty Shares.

The purpose of the General Meeting Adjournment Resolution is to approve the adjournment of the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions.

The Board unanimously recommends that Liberty Global Shareholders vote “FOR” each of the General Meeting Resolutions at the General Meeting.

Each of the Scheme Resolutions to be considered at the General Meeting is a special resolution which requires approval by at least 75 percent of the votes cast by Voting Shareholders, voting as a single class, in person or by proxy. The General Meeting Adjournment Resolution is an ordinary resolution which requires approval by a majority of the votes cast by Voting Shareholders, voting as a single class, in person or by proxy.

Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Scheme Resolutions will be a vote against the Scheme.

Shareholders Meeting

Following the General Meeting, the following Shareholders Meeting Resolutions are to be considered at the Shareholders Meeting, each as described below and in more detail in “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Shareholders Meeting” beginning on page 59 of this Document.

Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes we are proposing to implement in the New Liberty Bye-laws in connection with the Redomiciliation.

The purpose of this Advisory Resolution is to seek our Shareholders’ views, on a non-binding, advisory basis, on the approval threshold in the New Liberty Bye-laws in connection with the variation of class rights. Currently, creating new classes of shares or entering into transactions, in each case, involving a variation of the rights of Liberty Global’s share classes requires approval by 75 percent of the votes cast by each affected class.

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The New Liberty Bye-laws will lower this threshold to require approval by a majority of the votes cast by each affected share class. The Board believes that this more flexible standard will enhance New Liberty’s ability to effect value-creating transactions supported by the New Liberty Board and a majority of each affected class. Moreover, the majority threshold is consistent with the approach included in the corporate laws of many U.S. states and will be more familiar to our predominantly U.S. shareholder base.

The purpose of this Advisory Resolution is to seek our Shareholders’ views, on a non-binding, advisory basis, on the approval threshold for certain business combinations with unrelated parties and to subject certain mergers proposed by related parties of New Liberty to enhanced shareholder approval requirements. The Board believes that this will facilitate business combinations with unrelated third parties and provide shareholders with structural protections that our predominantly U.S. shareholder base is accustomed to in connection with mergers with related parties.

The purpose of the Shareholders Meeting Adjournment Resolution is to approve the adjournment of the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions.

The Board unanimously recommends that Liberty Global Shareholders vote “FOR” each of the Shareholders Meeting Resolutions at the Shareholders Meeting.

Each of the Advisory Resolutions to be considered at the Shareholders Meeting will be considered approved by the affirmative vote of a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, each voting as a separate class, in person or by proxy. The Shareholders Meeting Adjournment Resolution will be considered approved by a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, voting as a single class, in person or by proxy.

The Advisory Resolutions are non-binding and, therefore, approval of each Advisory Resolution is not a condition to the implementation of the Scheme. Accordingly, a vote against either of the Advisory Resolutions will not count as a vote against the Scheme. If the Advisory Resolutions are not approved by the requisite majorities of each class, the specific bye-laws of New Liberty which are the subject of the Advisory Resolutions will nevertheless be included in the New Liberty Bye-laws if the Scheme is approved at the applicable Court Meetings and the Scheme Resolutions are approved at the General Meeting.

Please note that the Shareholders Meeting is an advisory meeting called by the Board to meet the Company’s obligations under applicable rules and regulations of the SEC, it is not a general meeting of the shareholders of Liberty Global, and as such, is not required to be held in accordance with the provisions of the Companies Act, the Articles or English law governing general meetings.

Quorum and Voting at the Meetings

A quorum of Shareholders is necessary to validly hold each of the Meetings. A quorum will be present at each Court Meeting if two or more Shareholders holding Class A Ordinary Shares, Class B Ordinary Shares or Class C Ordinary Shares, as applicable, entitled to vote are represented, either in person or by proxy. A quorum will be present at the General Meeting if Voting Shareholders holding a majority of the voting power of the outstanding Voting Shares are represented, either in person or by proxy. A quorum will be present at the Shareholders Meeting if two or more Shareholders holding Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, entitled to vote are represented, either in person or by proxy.

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Except as set forth herein, all Shareholders whose Liberty Shares are registered directly in their names on the Company’s register of members maintained by the Transfer Agent at the Scheme Voting Record Time will be entitled to vote at the applicable Meetings in respect of the Liberty Shares registered in their names at such time.

If your Liberty Shares are held in the name of a broker, bank or other nominee, you are a beneficial owner of the Liberty Shares held in “street name” and this Document is being made available or forwarded to you by your broker, bank or other nominee, who is treated as the shareholder of record (and, for purposes of this Document, a Liberty Global Shareholder and, for purposes of the Scheme, a Scheme Shareholder). As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Liberty Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Liberty Shares are voted in the way you would like at the applicable Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Liberty Shares.

If a broker who is a record holder of Liberty Shares indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on any proposal, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to any proposal, those shares are considered “broker non-votes” with respect to such proposal and will not be voted. Such “broker non-votes” will be counted for purposes of determining whether a quorum is present (a) at the General Meeting and the Shareholders Meeting, and (b) provided the proxy appointment is valid in respect of the Court Meetings Adjournment Resolutions, at the applicable Court Meeting, but will not be counted for purposes of determining whether a quorum is present at the Court Meetings for purposes of voting on the Scheme.

If your Liberty Shares are held through the corporate sponsored nominee service (the “Corporate Sponsored Nominee Service”) provided by Computershare Investor Services PLC (“Computershare U.K.”), you may direct Computershare U.K., as provider of the Corporate Sponsored Nominee Service, on how to vote your underlying shares. The last day of trading in shares held through the Corporate Sponsored Nominee Service and/or transferring such shares by means of DTC is expected to be the Wednesday one week prior to the Effective Date.

For more information on the Meetings, see “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions” beginning on page 54 of this Document. For more details on how to vote at the Meetings, see “Action to be Taken — Voting at the Meetings” beginning on page 31 of this Document.

Recommendation of the Board (see page 44)

For the reasons described in “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document, the Board unanimously recommends that Liberty Global Shareholders vote “FOR” each of the Court Meetings Resolutions at the applicable Court Meeting, “FOR” each of the General Meeting Resolutions at the General Meeting and “FOR” each of the Shareholders Meeting Resolutions at the Shareholders Meeting. As of March 1, 2023, Liberty Global’s directors and executive officers beneficially owned in the aggregate approximately 4.19 percent of the Class A Ordinary Shares, 90.18 percent of the Class B Ordinary Shares, 8.57 percent of the Class C Ordinary Shares, and approximately 41.13 percent of the aggregate voting power of the outstanding Liberty Shares. All of the members of the Board and all of Liberty Global’s executive officers have indicated to the Company that they currently intend to vote their Liberty Shares in favor of the Scheme, the General Meeting Resolutions and the Shareholders Meeting Resolutions.

Interests of Certain Persons in Matters to be Acted Upon (see page 121)

The effect of the Scheme on the interests of the directors and executive officers in their capacity as holders of Liberty Shares will not differ from the effect of the Scheme on the interests of other holders of Liberty Shares.

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The directors and the executive officers of Liberty Global have certain interests in the Redomiciliation that are in addition to their interests as Shareholders. For more information on these interests, see “Part V (Additional Information) — Information on the Liberty Global and New Liberty Directors — Interests of Certain Persons in Matters to Be Acted Upon” on page 121 of this Document.

Reasons for the Redomiciliation (see page 44)

Liberty Global has concluded that moving the jurisdiction of incorporation for its parent holding company to Bermuda from England and Wales will facilitate the Company’s ability to deliver on its plan of delivering sustainable long-term value creation for Shareholders through organic growth and disciplined and opportunistic mergers, acquisitions, dispositions and joint ventures in combination with a levered-equity capital structure. The Board believes the Redomiciliation will enhance the Company’s ability to achieve this plan and will allow us to maintain a stable corporate structure and capital flexibility and drive long-term shareholder value. In addition, Liberty Global believes that its principally U.S. shareholder base would be best served by the U.S.-style flexible corporate governance provided by a Bermuda incorporation, including the changes to our incorporation documents we are proposing to implement in connection with the Redomiciliation, and the associated efficiencies from a reduced administrative burden.

Conditions to and Further Terms of the Scheme (see page 73)

The Scheme is subject to the satisfaction (or if not satisfied, to the extent permitted by applicable law, waiver) of the Conditions, each of which needs to be satisfied (or, to the extent permitted by applicable law, waived) in order for the Scheme to be implemented, and to the further terms set forth in “Part II (Conditions to and Further Terms of the Scheme)” beginning on page 73 of this Document.

The implementation of the Scheme is conditional upon, among other things: (a) the Scheme being approved by a majority in number who represent 75 percent or more in value of each class of Liberty Shares held by Scheme Shareholders present and voting, either in person or by proxy, at the applicable Court Meeting, (b) each of the Scheme Resolutions being passed by the requisite majority of the Voting Shares at the General Meeting, (c) the approval of the Court and (d) receipt of any required regulatory and foreign investment approvals, including any such approvals as are customary and necessary in the context of a transaction similar to that contemplated under the Scheme, given the nature of Liberty Global’s business. For more details, see “Part II (Conditions to and Further Terms of the Scheme)” beginning on page 73 of this Document.

Regulatory Approvals (see page 73)

The only governmental or regulatory approvals or actions that are required to complete the Redomiciliation are compliance with U.S. federal and state securities laws, Nasdaq rules and regulations, and all applicable laws in the United Kingdom, the United States, Bermuda and the various countries in which we do business.

Accounting Treatment of the Scheme (see page 72)

Historical cost basis accounting, rather than acquisition method accounting, will be applied to the Scheme under U.S. generally accepted accounting principles. Given that, for accounting purposes, there will be no change in control of Liberty Global and the Shareholders will be in the same economic position immediately before and after the Redomiciliation, and because the Redomiciliation will be accounted for as an internal reorganization of entities under common control, there will be no revaluation of Liberty Global’s assets and liabilities.

Effectiveness of the Scheme

If the Scheme is sanctioned by the Court and the other conditions to the Scheme have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived), the Scheme will become effective on the Effective Date, expected to be [●], 2023.

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If the Scheme becomes effective, the last day of trading in Liberty Shares is expected to be [●], 2023 (except in the case of shares held through the Corporate Sponsored Nominee Service), and the last time for registration of transfers of Liberty Shares is expected to be [●] p.m. New York City time ([●] p.m. London time) on [●], 2023. It is expected that the admission of the New Liberty Shares to listing and trading on Nasdaq will become effective on [●], 2023. These dates may be delayed if it is necessary to adjourn the Meetings, if there is any delay in obtaining the Court’s approval of the Scheme, or if there is a delay in satisfying any of the other Conditions. In the event of such a delay, the application for the Liberty Shares to be delisted will be deferred, so that the listing will not be cancelled until immediately prior the Scheme Record Time.

More detail on the expected transaction timetable and further information about the Scheme is set forth in “Expected Timetable of Principal Events” beginning on page 36 of this Document and “Part I (Explanatory Statement)” beginning on page 44 of this Document, respectively.

Material Tax Consequences

Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized below may not apply to all holders of Liberty Shares and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Liberty Shares in light of your particular situation.

Material U.K. Tax Consequences (see page 83)

Holders should not recognize any gain or loss for U.K. income tax and corporation tax purposes solely as a result of the Redomiciliation (on the basis of and subject to the matters described in “Part IV (Taxation) — Material U.K. Tax Consequences — The Redomiciliation” beginning on page 84 of this Document).

Material Bermuda Tax Consequences (see page 87)

Under current Bermuda law, there are no adverse Bermuda tax consequences for New Liberty or its shareholders of the Redomiciliation or in respect of the New Liberty Shares. New Liberty has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (the “EUTPA”) that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to New Liberty or to any of its operations or shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by New Liberty in respect of real property owned or leased by it in Bermuda.

Material U.S. Federal Income Tax Consequences (see page 87)

U.S. Holders and non-U.S. Holders (each as defined in “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences” beginning on page 87 of this Document) should not recognize any gain or loss for U.S. federal income tax purposes solely as a result of the exchange of Liberty Shares for New Liberty Shares in the Redomiciliation. Please see “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences” beginning on page 87 of this Document.

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Other Information

Rights of Dissenting Shareholders

No appraisal or similar rights of dissenting Shareholders will apply in connection with the Scheme because no such rights are applicable under English law. However, objections to the Scheme may be raised at the Court Hearing, as explained in “Part II (Conditions to and Further Terms of the Scheme)” beginning on page 73 of this Document.

Stock Exchange Listing (see page 68)

The New Liberty Shares will be listed on Nasdaq, with the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares trading under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively, the same symbols under which the Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, are currently trading. We have no current plans to list the New Liberty Shares on any other securities exchange.

Market Price

On April 21, 2023, the most recent practicable date prior to the date of this Document, the closing price of the Class A Ordinary Shares on Nasdaq was $18.76 per share, the closing price of the Class B Ordinary Shares on Nasdaq was $19.25 per share and the closing price of the Class C Ordinary Shares on Nasdaq was $19.67 per share.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Redomiciliation, including the Scheme, the General Meeting Resolutions, the Shareholders Meeting Resolutions and the Meetings. These questions and answers may not address all questions that may be important to you. Refer to the more detailed information included elsewhere in and incorporated by reference into this Document. For instructions on obtaining the documents incorporated by reference herein, see “Part V (Additional Information) — Where You Can Find More Information” beginning on page 123 of this Document.

Information about this Document

Why am I receiving this Document?

You are receiving this Document because you are being asked to approve a proposed scheme of arrangement under the laws of England and Wales that would result in a new holding company incorporated in Bermuda, New Liberty, becoming the parent holding company of the Liberty Global Group and the issuer of the shares you hold, and in connection with the Redomiciliation, to approve certain governance changes we are proposing to implement in the New Liberty Bye-laws.

In the Scheme, New Liberty will issue the New Liberty Shares to all holders of Liberty Shares as of the Scheme Record Time on a one-for-one basis to the holdings of Liberty Shares by the Liberty Global Shareholders. The New Liberty Shares will be listed on Nasdaq, with the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares trading under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively, the same symbols under which the Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, are currently trading.

The implementation of the Scheme requires Liberty Global Shareholders to vote on the Scheme, the General Meeting Resolutions and the Shareholders Meeting Resolutions at the respective Meetings, which is why we have called the Meetings and sent you this Document. We have also sent you this Document to comply with our obligations under the U.S. Exchange Act in connection with the solicitation of proxies for use at the Meetings.

What is this Document?

This Document comprises an explanatory statement in compliance with section 897 of the Companies Act and a proxy statement under the U.S. Exchange Act that serves to enable the Board to solicit proxies “FOR” each of the Court Meetings Resolutions at the applicable Court Meeting, “FOR” each of the General Meeting Resolutions at the General Meeting and “FOR” each of the Shareholders Meeting Resolutions at the Shareholders Meeting.

The Redomiciliation

Why are we proposing the Redomiciliation?

Liberty Global has concluded that moving the jurisdiction of incorporation for its parent holding company to Bermuda from England and Wales will facilitate the Company’s ability to deliver on its plan of delivering sustainable long-term value creation for Shareholders through organic growth and disciplined and opportunistic mergers, acquisitions, dispositions and joint ventures in combination with a levered-equity capital structure. The Board believes the Redomiciliation will enhance the Company’s ability to achieve this plan and will allow us to maintain a stable corporate structure and capital flexibility and drive long-term shareholder value. In addition, Liberty Global believes that its principally U.S. shareholder base would best be served by the U.S.-style flexible corporate governance provided by a Bermuda incorporation, including the governance changes we are proposing to implement in our incorporation documents in connection with the Redomiciliation, and the associated

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efficiencies from a reduced administrative burden. See “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document and “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Shareholders Meeting” beginning on page 59 of this Document.]

What is a scheme of arrangement?

A scheme of arrangement is an English law statutory procedure provided for in the Companies Act. Schemes of arrangement permit a company to enter into an arrangement with its shareholders, under which the company and its shareholders can agree to anything they are lawfully entitled to so agree. Shareholders approve the terms of the scheme of arrangement by voting on the proposal put to them by the company, which must be approved by a majority in number of the shareholders present and voting holding at least 75 percent in value each class of the shares present and voting. Thereafter, a scheme must be sanctioned by the Court before it becomes effective.

Commonly schemes of arrangement are used to effect transformative structural changes to a company, such as a takeover, a reorganization, a return of capital or a demerger transaction. One of the other common uses of a scheme of arrangement (and the purpose of the Scheme for which we are seeking your approval) is the insertion of a new group holding company to effect the redomiciliation of a group of companies from one jurisdiction to another. The Company is proposing to use a scheme of arrangement to implement the Redomiciliation.

The conduct of scheme of arrangements are regulated by the English courts. The Court controls the statutory procedure and provides permission for a copy of the document setting out the terms of the scheme to be sent to shareholders. If the relevant proposal achieves the requisite shareholder approval, the Court has jurisdiction to “sanction”, i.e., provide official permission or approval for, such arrangements. Once the scheme receives permission from the Court, all of a company’s shareholders will be bound by its terms regardless of whether or not they voted.

Why are we implementing the Redomiciliation by way of a scheme of arrangement?

The Company intends to implement the Redomiciliation by way of a scheme of arrangement as it is a formal procedure under the Companies Act that is commonly used to carry out corporate reorganizations. If the relevant approvals are obtained from both the Shareholders and the Court, the use of a scheme of arrangement provides clarity to the Company and its Shareholders as all Shareholders will be bound by the Scheme regardless of whether or how they voted.

What are the steps to implement the Redomiciliation by way of a scheme of arrangement?

The particular type of scheme of arrangement Liberty Global is proposing to use to implement the Redomiciliation is known as a “cancellation scheme”. Under a cancellation scheme, a company cancels all of its outstanding shares by way of a reduction of capital (in this case, the Liberty Global Reduction of Capital). This cancellation creates a credit arising in its books of account which is “capitalized” (i.e., converted into share capital) with such new share capital being issued to a third party (in this case, New Liberty). New Liberty will be required to (and will commit to the Court that it will) issue New Liberty Shares to the Shareholders on a one-for-one basis to the Scheme Shares that each Shareholder held prior to the Liberty Global Reduction of Capital. Consequently, New Liberty will become the parent of the Company and the Liberty Global Group and you will hold shares in New Liberty.

The Shareholders are being asked to vote on the Liberty Global Reduction of Capital at the General Meeting as Scheme Resolution No. 2 as the Companies Act requires a company to obtain both the approval of at least 75 percent of the votes cast and the confirmation by the Court.

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The purpose of Scheme Resolution No. 3 is to give the Board the necessary authority to allot new shares in the capital of Liberty Global so as to make New Liberty the sole shareholder of Liberty Global, and therefore, the parent holding company of the Liberty Global Group.

What are the conditions to completing the Redomiciliation?

The Scheme is conditional on the satisfaction (or if not satisfied, to the extent permitted by applicable law, waiver) of the Conditions, each of which needs to be satisfied (or, to the extent permitted by applicable law, waived) in order for the Scheme to be implemented, and to the further terms set forth in “Part II (Conditions to and Further Terms of the Scheme)” beginning on page 73 of this Document.

These Conditions include, among other things: (a) the Scheme being approved by a majority in number who represent 75 percent or more in value of each class of Liberty Shares held by Scheme Shareholders present and voting, either in person or by proxy, at the applicable Court Meeting, (b) the Scheme Resolutions being passed by the requisite majority of the Voting Shares at the General Meeting, (c) the approval of the Court and (d) receipt of any required regulatory and foreign investment approvals, including any such approvals as are customary and necessary in the context of a transaction similar to that contemplated under the Scheme, given the nature of Liberty Global’s business. For more details, see “Part II (Conditions to and Further Terms of the Scheme)” beginning on page 73 of this Document.

Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Scheme Resolutions will be a vote against the Scheme.

What are the major actions that will be performed to effect the Redomiciliation?

A timetable of the principal events that will be performed to give effect to the Redomiciliation is set forth in “Expected Timetable of Principal Events” beginning on page 36 of this Document.

In addition, the following diagram depicts our organizational structure before and immediately after the Scheme.

What shares will I hold after the Scheme comes into effect?

On the Effective Date, you will be issued one New Liberty Share of the equivalent class in exchange for each Liberty Share held by you at the Scheme Record Time. New Liberty’s shareholder register will be updated to reflect your shareholding at the Effective Date.

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For more information on the issuance and settlement of the New Liberty Shares, see “Part I (Explanatory Statement) — 12. Settlement” beginning on page 68 of this Document.

Do I have to pay anything to receive shares of New Liberty in the Redomiciliation?

No. All New Liberty Shares to be issued in the Scheme are being issued to Shareholders in exchange for their existing Liberty Shares. No additional payment is required by Shareholders to effect the Scheme.

Will the Redomiciliation dilute my economic or voting interest?

No. Unless you are resident within a Restricted Jurisdiction, your relative economic and voting interest in New Liberty will remain the same as your relative economic and voting interest in Liberty Global immediately before the Effective Date.

Will the Redomiciliation affect current or future operations of the Liberty Global Group?

The Redomiciliation will have no material impact on the day-to-day conduct of the business of the various operating companies within the Liberty Global Group. The Redomiciliation will not in and of itself result in any job losses or relocation out of the United Kingdom or any other country of existing personnel who comprise the workforce of our various operating companies. The location of our future operations will depend on the needs of our business, independent of legal domicile, as per our practice prior to the Redomiciliation.

What effect will the Scheme have on the Liberty Equity Incentive Plans?

The Scheme will affect participants of the Liberty Equity Incentive Plans. Other than with respect to the Virgin Media Sharesave Plan, New Liberty will adopt and assume each of the Liberty Equity Incentive Plans or make other arrangements for any outstanding awards under the Liberty Equity Incentive Plans to be exercisable for or settled in New Liberty Shares. To the extent required, the Liberty Equity Incentive Plans will be amended, effective at the Scheme Record Time, to provide that all outstanding awards relating to Liberty Shares will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equivalent number of New Liberty Shares. All such awards will otherwise generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the Scheme Record Time.

Outstanding options granted under the Virgin Media Sharesave Plan will become exercisable conditional on Court sanction of the Scheme. Holders of options under the Virgin Media Sharesave Plan will therefore have an opportunity to acquire Class C Ordinary Shares by exercising these options for a period of six months following Court sanction of the Scheme. Any Class C Ordinary Shares acquired pursuant to the exercise of such options will be acquired by New Liberty pursuant to the terms of the Articles Amendment Resolution. Notwithstanding the right to exercise, holders of options under the Virgin Media Sharesave Plan will be given the opportunity to exchange their options for equivalent options relating to New Liberty Shares or will be given the right to receive other equitable renumeration in lieu thereof as determined by Liberty Global.

Liberty Global will inform participants in the Liberty Equity Incentive Plans in due course of the effect on their participation in more detail. No further awards will be granted under the Liberty Equity Incentive Plans in respect of Liberty Shares after the Scheme Record Time.

When do you expect to complete the Scheme and the Redomiciliation?

Each of the Meetings will be held on [●], 2023 (unless adjourned or postponed). If the Scheme is approved by the requisite vote of Shareholders at the Meetings and subject to the satisfaction (or if not satisfied, to the extent permitted by applicable law, waiver) of the Conditions, we expect to make a subsequent application to the Court for it to approve the Scheme and confirm the Liberty Global Reduction of Capital. The Court Hearing is expected to occur on [●], 2023. Assuming the Scheme is approved and the Liberty Global Reduction of Capital is

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confirmed by the Court at the Court Hearing, we currently anticipate that the Scheme will become effective and Redomiciliation is expected to be implemented on [●], 2023. In that case, the last day of trading in Liberty Shares is expected to be [●], 2023 (except in the case of shares held through the Corporate Sponsored Nominee Service), and the last time for registration of transfers of Liberty Shares is expected to be [●] p.m. New York City time ([●] p.m. London time) on [●], 2023. It is expected that the admission of the New Liberty Shares to listing and trading on Nasdaq will become effective on [●], 2023.

However, the Redomiciliation may be delayed or abandoned by the Board at any time prior to the Effective Date without obtaining the approval of Shareholders, even though the Scheme and the Liberty Global Reduction of Capital may have been approved by Shareholders at the Meetings and approved and confirmed, respectively, by the Court at the Court Hearing, and even though all other conditions to the consummation of the Redomiciliation may have been satisfied. See “Expected Timetable of Principal Events” beginning on page 36 of this Document.

Can I trade my Liberty Shares between the date of this Document and the Effective Date?

The Liberty Shares will continue to trade on Nasdaq through the close of trading on the trading day prior to the Effective Date.

After the Redomiciliation, where will the New Liberty Shares be listed?

It is a condition to the implementation of the Scheme that the New Liberty Shares will be authorized for listing on Nasdaq. We will submit an application to Nasdaq and, on the Effective Date, the New Liberty Shares will be listed on Nasdaq, with the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares trading under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively, the same symbols under which the Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, are currently trading. We have no current plans to list the New Liberty Shares on any other securities exchange.

After the Redomiciliation, will either of Liberty Global or New Liberty continue to file periodic reports with the SEC?

The Liberty Shares are currently registered pursuant to Section 12(b) of U.S. Exchange Act and listed on Nasdaq. In connection with the Redomiciliation, Liberty Global will request that Nasdaq file a Form 25 with the SEC to remove the Liberty Shares from listing on Nasdaq. After such Form 25 becomes effective, Liberty Global will file a Form 15 with the SEC to terminate the registration of the Liberty Shares and to suspend its related reporting obligations under Sections 13 and 15(d) of the U.S. Exchange Act.

Concurrently, pursuant to Rule 12g-3(a) promulgated under the U.S. Exchange Act, the New Liberty Shares will be deemed registered under Section 12(b) of the U.S. Exchange Act and New Liberty will be deemed to be the successor issuer to Liberty Global.

Immediately following the Redomiciliation, New Liberty will continue to prepare financial statements in accordance with U.S. generally accepted accounting principles and report in U.S. dollars, and will continue to file periodic and current reports with the SEC under the U.S. Exchange Act, including reports on Forms 10-K, 10-Q and 8-K, as Liberty Global currently does.

Do I need to take further action?

It is important that, for the Court Meetings in particular, as many votes as possible are cast by Shareholders so that the Court can be satisfied that there is a fair and reasonable representation of your views.

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Your vote is important, regardless of the number and class of Liberty Shares you own. To make sure your Liberty Shares are represented at the applicable Meetings, please submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Meetings. You may submit your proxy either over the internet or by signing, dating and returning the applicable enclosed Proxy Card(s) in the envelope provided. If you have any questions or need assistance voting your shares, please contact Innisfree, our proxy solicitor, by calling +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833. Details of the deadlines for when your votes must be submitted are described in “Action to be Taken” beginning on page 31 of this Document.

For more details, see the letter from Bryan Hall, Executive Vice President, General Counsel and Secretary at the front of this Document and “Action to be Taken” beginning on page 31 of this Document.

After the Redomiciliation, what will happen to the Corporate Sponsored Nominee Service?

Following the completion of the Redomiciliation, the account managed by Computershare U.K. holding Liberty Shares for certain Liberty Shareholders will cease to exist. The Corporate Sponsored Nominee Service through which these shares are held will close on the Effective Date (provided that the last day of trading in shares held through the Corporate Sponsored Nominee Service and/or transferring such shares by means of DTC is expected to be the Wednesday one week prior to the Effective Date) and a closing statement will be issued to holders of Liberty Shares who hold shares beneficially through this facility. Former beneficial holders of Liberty Shares held through the Corporate Sponsored Nominee Service will be transferred one New Liberty Share of the equivalent class for each Liberty Share beneficially held by them through the Corporate Sponsored Nominee Service at the Scheme Record Time. The shareholder register of New Liberty, which will be administered by Computershare Inc., will be updated to reflect the shareholding of those holders following the Effective Date, and a direct registration statement will be sent to those holders.

The Meetings

Why are there three Court Meetings, a General Meeting and a Shareholders Meeting?

Each of the Meetings is being held for different purposes and will be held on [●], 2023 (unless adjourned or postponed) at the same venue, one directly after the other.

Liberty Global’s share capital is divided into three classes, the Class A Ordinary Shares, the Class B Ordinary Shares and the Class C Ordinary Shares. Under English law, there are certain circumstances (including when considering a scheme of arrangement) where it is necessary to hold separate meetings of the specific groups (“classes”) of shareholders to allow the shareholders with common interests which can be distinguished from the interests of other groups of shareholders to consider and vote on matters relevant to the interests of their class.

In considering the composition of the classes constituting the Scheme, Liberty Global has determined that in order to provide each Shareholder with the ability to consider the Proposal and to ensure that the interests of each class are properly represented, it is appropriate to hold three meetings, one of each class of Liberty Shares. The Court has convened the Court Meetings on the terms set out in this Document. The sole purpose of the Court Meetings is to seek approval of the Scheme from the Liberty Global Shareholders in separate class votes. In order for the Scheme to be approved at the Class A Court Meeting, the Class B Court Meeting and the Class C Court Meeting, a majority in number who represent 75 percent or more in value of the Class A Ordinary Shares, the Class B Ordinary Shares and the Class C Ordinary Shares, respectively, held by Shareholders present and voting at such meeting, either in person or by proxy, will need to vote in favor of the Scheme (assuming that a quorum is present). Because the voting requirement is determined by the number of Shareholders who are present and voting at each Court Meeting (in person or by proxy), the Scheme could be approved with the affirmative vote of less than 50 percent of the outstanding Liberty Shares of any class.

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The General Meeting, which will be held as soon as the Class C Court Meeting has concluded or been adjourned, is being held to enable Voting Shareholders to approve ancillary corporate actions required to properly implement the Scheme, namely each of the General Meeting Resolutions, which are set forth in “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — General Meeting” beginning on page 56 of this Document.

The Shareholders Meeting, which will be held as soon as the General Meeting has concluded or been adjourned, is being held due to applicable rules and regulations of the SEC which require us to ask our Shareholders to vote, on a non-binding, advisory basis, on the Advisory Resolutions, which are set forth in “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Shareholders Meeting” beginning on page 59 of this Document.

If you are a Shareholder at the Scheme Voting Record Time, you are entitled and encouraged to vote (either in person or by proxy) at each applicable Meeting. See “Action to be Taken” beginning on page 31 of this Document.

Who is entitled to notice of, and to vote at, the Meetings?

Only holders of record of Liberty Shares as of [●] p.m. New York City time ([●] p.m. London time) on [●], 2023, the record date for the Meetings, are entitled to notice of the applicable Meetings or any adjournment thereof. [●] p.m. New York City time ([●] p.m. London time) on [●], 2023 will also serve as the record date for determining those holders of Liberty Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those shares at the Meetings.

The record date for determining those Liberty Global Shareholders who are entitled to vote their Liberty Shares at the Meetings will be [●] p.m. New York City time ([●] p.m. London time) on [●], 2023 or, if any Meeting is adjourned, on the date that is 10 days prior to the date fixed for the adjourned Meeting.

As of [●], 2023, the last practicable date prior to the mailing of this Document, there were [●] Class A Ordinary Shares, [●] Class B Ordinary Shares and [●] Class C Ordinary Shares outstanding and entitled to vote. Each Class A Ordinary Share is entitled to one vote on each matter properly brought before the Class A Court Meeting, one vote on each matter properly brought before the General Meeting and one vote on each matter properly brought before the Shareholders Meeting, each Class B Ordinary Share is entitled to one vote on each matter properly brought before the Class B Court Meeting, 10 votes on each matter properly brought before the General Meeting and one vote on each matter properly brought before the Shareholders Meeting, and each Class C Ordinary Share is entitled to one vote on each matter properly brought before the Class C Court Meeting and one vote on each matter properly brought before the Shareholders Meeting.

Are holders of our non-voting Class C Ordinary Shares entitled to vote?

Holders of Class C Ordinary Shares will be entitled to vote on the Scheme at the Class C Court Meeting and the Shareholders Meeting Resolutions at the Shareholders Meeting but will not be entitled to vote on any of the General Meeting Resolutions proposed at the General Meeting.

What is the quorum requirement for each Meeting?

A quorum of the applicable Shareholders is necessary to validly hold each Meeting. A quorum will be present at each Court Meeting if two or more Shareholders holding Class A Ordinary Shares, Class B Ordinary Shares or Class C Ordinary shares, as applicable, entitled to vote are represented, either in person or by proxy. A quorum will be present at the General Meeting if Voting Shareholders holding a majority of the voting power of the outstanding Voting Shares are represented, either in person or by proxy. A quorum will be present at the Shareholders Meeting if two or more Shareholders holding Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, entitled to vote are represented, either in person or by proxy.    

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What are the voting requirements at the Meetings?

The Scheme cannot be completed without:

Because the voting requirement to approve the Scheme is determined by the number of Shareholders who are present and voting at the Court Meetings, in person or by proxy, the Scheme could be approved with the affirmative vote of less than 50 percent of the outstanding Liberty Shares of any class.

Each of the Advisory Resolutions to be considered at the Shareholders Meeting will be considered approved by the affirmative vote of a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, each voting as a separate class, in person or by proxy. However, the Advisory Resolutions are non-binding and, therefore, approval of each Advisory Resolution is not a condition to the implementation of the Scheme. Accordingly, a vote against either of the Advisory Resolutions will not count as a vote against the Scheme. If the Advisory Resolutions are not approved by the requisite majorities of each class, the specific bye-laws of New Liberty which are the subject of the Advisory Resolutions will nevertheless be included in the New Liberty Bye-laws if the Scheme is approved at the applicable Court Meetings and the Scheme Resolutions are approved at the General Meeting.

Each of the Adjournment Resolutions requires approval by a majority of the votes cast at the applicable Meeting in person or by proxy.

Do any of the directors or executive officers of Liberty Global have interests in the Scheme that may be different from, or in addition to, those of other Liberty Global Shareholders?

The effect of the Scheme on the interests of the directors and executive officers in their capacity as holders of Liberty Shares will not differ from the effect of the Scheme on the interests of other holders of Liberty Shares. The directors and the executive officers of Liberty Global have certain interests in the Redomiciliation that are in addition to their interests as Shareholders. For more information on these interests, see “Part V (Additional Information) — Information on the Liberty Global and New Liberty Directors — Interests of Certain Persons in Matters to Be Acted Upon” on page 121 of this Document.

Do members of the Board intend to vote at the Meetings?

As of March 1, 2023, Liberty Global’s directors and executive officers beneficially owned in the aggregate approximately 4.19 percent of the Class A Ordinary Shares, 90.18 percent of the Class B Ordinary Shares, 8.57 percent of the Class C Ordinary Shares, and approximately 41.13 percent of the aggregate voting power of the outstanding Liberty Shares. All members of the Board and all of Liberty Global’s executive officers have indicated to the Company that they currently intend to vote all of their Liberty Shares “FOR” each of the Court Meetings Resolutions at the applicable Court Meeting, “FOR” each of the General Meeting Resolutions at the General Meeting and “FOR” each of the Shareholders Meeting Resolutions at the Shareholders Meeting.

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Can I vote my Liberty Shares in person at the Meetings?

All Liberty Global Shareholders are invited to attend the Meetings at which they are entitled to vote.

If you are a shareholder of record, you have the right to attend, speak and vote in person at the Meetings at which you are entitled to vote. Any corporation which is a shareholder of record may by resolution of its board of directors authorize one or more persons to act as its representative(s) at the Meetings and the person(s) so authorized shall (on production of a certified copy of such resolution at the applicable Meeting) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual Shareholder of Liberty Global.

Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the Meetings even if you plan to attend the Meetings (note that you may change your vote at the applicable Meeting).

Will there be separate Proxy Cards for each Meeting?

Yes. There will be separate Proxy Cards for the General Meeting, the Shareholders Meeting and each Court Meeting. If you wish to vote by proxy, you should complete each applicable Proxy Card (or vote through the internet using the information on such Proxy Card) for each Meeting at which you are entitled to vote.

If I am a Liberty Global Shareholder, how do I vote?

For details on how to vote, see “Action to be Taken” beginning on page 31 of this Document.

If I hold my Liberty Shares in “street name” through a bank, broker or other nominee, how do I vote?

For details on how to vote, see “Action to be Taken” beginning on page 31 of this Document.

If I am a participant in the 401(k) Plan, how do I vote?

For details on how to vote, see “Action to be Taken” beginning on page 31 of this Document.

If I give a proxy, how are my Liberty Shares voted?

Regardless of the method you choose to appoint your proxy, the individuals named on the enclosed Proxy Card(s) (i.e., your proxies), will vote your Liberty Shares in the way that you indicate if you validly appoint a proxy and properly specify how you want your Liberty Shares voted. When completing the internet process or the Proxy Card(s), you may specify whether your Liberty Shares should be voted for or against or to abstain from voting on all, some or none of the proposals to come before the Meetings.

What is the difference between holding shares as a shareholder of record and as a beneficial owner of shares held in “street name”?

If your Liberty Shares are registered directly in your name on the Company’s register of members maintained by the Transfer Agent, you are considered, with respect to those Liberty Shares, the shareholder of record (and, for purposes of this Document, a Liberty Global Shareholder and, for purposes of the Scheme, a Scheme Shareholder), and this Document, including the applicable Proxy Card(s), have been sent directly to you by us. If your Liberty Shares are held in the name of a broker, bank or other nominee, you are a beneficial owner of the Liberty Shares held in “street name” and this Document is being made available or forwarded to you by your broker, bank or other nominee, who is treated as the shareholder of record (and, for purposes of this Document, a Liberty Global Shareholder and, for purposes of the Scheme, a Scheme Shareholder). As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Liberty

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Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Liberty Shares are voted in the way you would like at the meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Liberty Shares.

What happens if I do not give specific voting instructions?

If you are a registered Shareholder and you validly appoint a proxy for the applicable Court Meeting but do not specify how you want to vote your Liberty Shares at the applicable Court Meeting, your proxy will be invalid and your Liberty Shares will not be voted.

If you are a registered Shareholder and you validly appoint a proxy for the General Meeting but do not specify how you want to vote your Voting Shares at the General Meeting, the proxy holders will vote such unspecified Voting Shares “FOR” each of the General Meeting Resolutions.

If you are a registered Shareholder and you validly appoint a proxy for the Shareholders Meeting but do not specify how you want to vote your Liberty Shares at the Shareholders Meeting, the proxy holders will vote such unspecified Liberty Shares “FOR” each of the Shareholders Meeting Resolutions.

In addition, with respect to the General Meeting, if any other matters (other than the General Meeting Resolutions described herein and related procedural matters) properly come before the General Meeting, the proxy holders will have the authority to vote your Voting Shares on those matters in their discretion. The Board currently does not know of any matters to be raised at the General Meeting other than the General Meeting Resolutions described herein and related procedural matters.

If you are a beneficial owner, your broker, bank or other nominee will be permitted to vote your shares held in “street name” on any proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks and other nominees have the discretion to vote your shares only on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals to be voted upon by our Shareholders described in this Document (other than the Adjournment Resolutions) are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

What are “broker non-votes” and how are they treated?

If a broker, bank or other nominee who is a registered Shareholder indicates on a form of proxy that it does not have discretionary authority to vote those shares on any proposal, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to any proposal, those shares are considered “broker non-votes” with respect to such proposal and will not be voted, but will be counted for purposes of determining whether a quorum is present (a) at the General Meeting and the Shareholders Meeting, and (b) provided the proxy appointment is valid in respect of the Court Meetings Adjournment Resolutions, at the applicable Court Meeting. However, such broker non-votes will not be counted for purposes of determining whether there is a quorum at the Court Meetings for purposes of voting on the Scheme.

How are abstentions treated?

An abstention on any General Meeting Resolution or any Shareholders Meeting Resolution has the effect of a vote not being cast with respect to the applicable Voting Shares or Liberty Shares in relation to that proposal. Although considered present for purposes of the applicable quorum requirement at the General Meeting or the Shareholders Meeting, such Voting Shares or Liberty Shares, as applicable, will not be considered when determining whether the proposal has received the required approval.

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Can I change my vote and/or revoke my proxy?

Yes. For details on how to change your vote and/or revoke your proxy, see “Action to be Taken” beginning on page 31 of this Document.

Where can I find the voting results of the Meetings?

We will announce the preliminary voting results at each Meeting. We will post the final results of voting at each Meeting on our website promptly after the Meetings. We will also report the final results in a current report on Form 8-K that we will file with the SEC. All reports Liberty Global files with the SEC are publicly available when filed; for more information, see “Part V (Additional Information) — Where You Can Find More Information” beginning on page 123 of this Document.

Who should I contact with questions?

If you have read this Document and still have questions, contact the Shareholder Helpline. You may call the Liberty Global Investor Relations Department at +1(303) 220-6600 or contact Innisfree, who is acting as proxy solicitation agent for the Meetings, at +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

Tax Matters

Will I have to pay any tax as a result of the Scheme?

Holders of Liberty Shares should not generally recognize any gain or loss for U.K. income tax and corporation tax purposes solely as a result of the Redomiciliation.

Under current Bermuda law, there are no adverse Bermuda tax consequences for New Liberty or its shareholders of the Redomiciliation or in respect of the New Liberty Shares. New Liberty has obtained an assurance from the Minister of Finance of Bermuda under the EUTPA that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to New Liberty or to any of its operations or shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by New Liberty in respect of real property owned or leased by it in Bermuda.

U.S. Holders and non-U.S. Holders should not recognize any gain or loss for U.S. federal income tax purposes solely as a result of the exchange of Liberty Shares for New Liberty Shares in the Redomiciliation.

Details of the U.K., Bermuda and U.S. federal income tax treatment of Shareholders arising under the Scheme are set forth in “Part IV (Taxation)” beginning on page 83 of this Document. This summary is intended only as a general guide. Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized above may not apply to all holders of Liberty Shares and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Liberty Shares in light of your particular situation.

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ACTION TO BE TAKEN

For the reasons set forth in Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document, the Board unanimously recommends that you vote “FOR” each of the Court Meetings Resolutions at the applicable Court Meeting, “FOR” each of the General Meeting Resolutions at the General Meeting and “FOR” each of the Shareholders Meeting Resolutions at the Shareholders Meeting.

Voting at the Meetings

The Scheme requires approval of Shareholders at the applicable Court Meeting, convened with the permission of the Court, to be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 on [●], 2023, with the Class A Court Meeting starting at [●] a.m. New York City time ([●] p.m. London time), the Class B Court Meeting at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the Class A Court Meeting has concluded or been adjourned) and the Class C Court Meeting at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the Class B Court Meeting has concluded or been adjourned). The Scheme also requires approval at the General Meeting by the Voting Shareholders of the Scheme Resolutions relating to the Scheme. The General Meeting will be held at the same place and on the same date as the Court Meetings at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the Class C Court Meeting has concluded or been adjourned) unless adjourned or postponed. Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on the Advisory Resolutions at the Shareholders Meeting. The Shareholders Meeting will be held at the same place and on the same date as the Court Meetings and the General Meeting at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the General Meeting has concluded or been adjourned) unless adjourned or postponed. Notices of the Meetings are set forth in “Part VI (Notice of Class A Court Meeting)”, “Part VII (Notice of Class B Court Meeting)”, “Part VIII (Notice of Class C Court Meeting)”, “Part IX (Notice of General Meeting)” and “Part X (Notice of Shareholders Meeting)” of this Document, respectively.

In order for the Scheme to be approved at the Class A Court Meeting, the Class B Court Meeting and the Class C Court Meeting, a majority in number who represent 75 percent or more in value of the Class A Ordinary Shares, the Class B Ordinary Shares and the Class C Ordinary Shares, respectively, held by Shareholders present and voting at such meeting, either in person or by proxy, will need to vote in favor of the Scheme (assuming that a quorum is present). Because the voting requirement is determined by the number of Shareholders who are present and voting at each Court Meeting (in person or by proxy), the Scheme could be approved with the affirmative vote of less than 50 percent of the outstanding Liberty Shares of any class.

Each of the Scheme Resolutions to be considered at the General Meeting is a special resolution which requires approval by at least 75 percent of the votes cast by Voting Shareholders, voting as a single class, in person or by proxy.

Each of the Advisory Resolutions to be considered at the Shareholders Meeting will be considered approved by the affirmative vote of a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, each voting as a separate class, in person or by proxy. The Advisory Resolutions are non-binding and, therefore, approval of each Advisory Resolution is not a condition to the implementation of the Scheme. Accordingly, a vote against either of the Advisory Resolutions will not count as a vote against the Scheme. If the Advisory Resolutions are not approved by the requisite majorities of each class, the specific bye-laws of New Liberty which are the subject of the Advisory Resolutions will nevertheless be included in the New Liberty Bye-laws if the Scheme is approved at the applicable Court Meetings and the Scheme Resolutions are approved at the General Meeting.

Each of the Adjournment Resolutions requires approval by a majority of the votes cast at the applicable Meeting in person or by proxy.

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Shareholders

If your Liberty Shares are registered directly in your name on the Company’s register of members maintained by the Transfer Agent, you are considered, with respect to those Liberty Shares, the shareholder of record (and, for purposes of this Document, a Liberty Global Shareholder and, for purposes of the Scheme, a Scheme Shareholder), and this Document, including the applicable Proxy Card(s), have been sent directly to you by us.

If you are a shareholder of record, then, after carefully reading and considering the information contained in this Document, you should complete, sign, date and return the applicable enclosed Proxy Card(s) by mail, or vote through the internet, in each case, as soon as possible so that your Liberty Shares are represented and voted at the Meetings. Instructions for voting through the internet are printed on the Proxy Card(s). In order to vote through the internet, have your Proxy Card(s) available so you can input the required information from the Proxy Card(s), and log onto the internet website address shown on the Proxy Card(s). When you log onto the internet website address, you will receive instructions on how to submit your proxy to vote your Liberty Shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each Shareholder separately. Voting through the internet will be voting by proxy.

Please note that you need to return separate Proxy Cards for the applicable Court Meeting, the General Meeting and the Shareholders Meeting.

If you do not appoint a proxy and you do not attend the Meetings at which you are entitled to vote, your Liberty Shares will not be counted towards quorum and will not be considered when determining whether the Scheme, any General Meeting Resolution or any Shareholders Meeting Resolution has received the required Shareholder approval.

All Liberty Global Shareholders are invited to attend the Meetings at which they are entitled to vote. If you are a shareholder of record, you have the right to attend, speak and vote in person at the Meetings at which you are entitled to vote. Any corporation which is a shareholder of record may by resolution of its board of directors authorize one or more persons to act as its representative(s) at the Meetings and the person(s) so authorized shall (on production of a certified copy of such resolution at the applicable Meeting) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual Shareholder of Liberty Global.

Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the Meetings even if you plan to attend the Meetings (note that you may change your vote at the applicable Meeting).

It is important that as many votes as possible are cast by Shareholders so that the Court can be satisfied that there is a fair and reasonable representation of your views. Your vote is important, regardless of the number and class of Liberty Shares you own. To make sure your Liberty Shares are represented at the Meetings, please submit your proxy as soon as possible, whether or not you plan to attend the Meetings. You may submit your proxy either over the internet or by signing, dating and returning the applicable enclosed Proxy Card(s) in the envelope provided. If you have any questions or need assistance voting your shares, please contact Innisfree, our proxy solicitor, by calling +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

Holders of Class C Ordinary Shares (which are non-voting for most matters) will be entitled to vote on the proposals at the Court Meeting for holders of Class C Ordinary Shares and, on a non-binding, advisory basis, at the Shareholders Meeting. We urge all holders of Class C Ordinary Shares to review these materials and take the opportunity to vote.

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To be valid, the submission of a proxy via the internet must be received by 12:00 a.m. New York City time (5:00 a.m. London time) on [●], 2023.

Shareholders who wish to appoint a proxy by using paper Proxy Card(s) may do so by completing and signing the applicable Proxy Card(s) and returning them in accordance with the instructions printed on them, so as to be received by 12:00 a.m. New York City time (5:00 a.m. London time) on [●], 2023.

In the event that any Meeting is adjourned, the applicable Proxy Card(s) must be received on the date that is one day before the date set for such adjourned Meeting.

If the Proxy Cards (labelled “Class A Court Meeting”, “Class B Court Meeting”, “Class C Court Meeting”, “General Meeting” or “Shareholders Meeting”) for the applicable Meeting are not returned by the specified time, they will be invalid.

Beneficial Owners of Shares

If your Liberty Shares are held in the name of a broker, bank or other nominee, you are a beneficial owner of the Liberty Shares held in “street name” and this Document is being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record (and, for purposes of this Document, a Liberty Global Shareholder and, for purposes of the Scheme, a Scheme Shareholder). As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Liberty Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Liberty Shares are voted in the way you would like at the meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Liberty Shares.

If you are a beneficial owner, you may also attend the Meetings. You may not, however, vote your Liberty Shares held in “street name” unless you obtain a “proxy” from your broker, bank or other nominee that holds the Liberty Shares, which gives you the right to vote the shares at the applicable Meeting.

If you hold Class A Ordinary Shares or Class C Ordinary Shares through your account in the 401(k) Plan, the trustee for such plan is required to vote your Class A Ordinary Shares or Class C Ordinary Shares as you specify or, if you do not specify how to vote your Class A Ordinary Shares or Class C Ordinary Shares, the trustee is required to vote your Class A Ordinary Shares or Class C Ordinary Shares in the same proportion on each resolution as it votes all Class A Ordinary Shares or Class C Ordinary Shares, respectively, in the 401(k) Plan as to which voting instructions were properly provided. To allow sufficient time for the trustee to vote your Class A Ordinary Shares or Class C Ordinary Shares, your voting instructions must be received by 8:00 a.m. New York City time (1:00 p.m. London time) on [●], 2023. To vote your Class A Ordinary Shares or Class C Ordinary Shares, please follow the instructions provided by the trustee for the 401(k) Plan.

Holders through the Corporate Sponsored Nominee Service

If your Liberty Shares are held through the Corporate Sponsored Nominee Service, you may direct Computershare U.K., as provider of the Corporate Sponsored Nominee Service, on how to vote your underlying shares via the internet by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the control number, your Shareholder reference number and your PIN number, which are detailed on the form of direction you will receive from Computershare U.K. Alternatively, you can return your instruction to Computershare U.K. by post to the address provided on the form of direction.

To be valid, all forms of direction must be received by Computershare U.K. by 4:00 a.m. New York City time (9:00 a.m. London time) on [●], 2023. Computershare U.K., as your proxy, will then make arrangements to vote your underlying Liberty Shares according to your instructions.

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Solicitation of Proxies and Voting Instructions

We have retained Innisfree to assist in the solicitation of proxies for a fee of $25,000 (plus expenses). In addition to solicitations by mail, proxies also may be solicited personally, or by telephone or electronic means by our directors, officers and other employees of Liberty Global, without additional compensation, as well as by employees of Innisfree. Liberty Global will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials and other Shareholder materials to the beneficial owners of Liberty Shares where those owners request such materials.

Liberty Global will pay the cost of soliciting proxies.

Changing or Revoking Your Proxy Instructions

You may revoke (i.e., terminate) your proxy at any time prior to its use by delivering a signed notice of revocation or a later dated signed Proxy Card(s). Attendance at any of the Meetings will not in itself constitute the revocation of a proxy. Any written notice of revocation or subsequent proxy should be sent or hand delivered so as to be received at Liberty Global plc, Attention: Secretary, 161 Hammersmith Road, London W6 8BS, United Kingdom, at or before the start of the applicable Meeting. Any revocation of votes submitted via the internet must be submitted by the same method as the corresponding votes, not later than 12:00 a.m. New York City time (5:00 a.m. London time) on [●], 2023. If your Liberty Shares are held in the name of a bank, broker or other nominee within the facilities of DTC, you should contact them to change your vote.

If you hold your Liberty Shares in “street name” beneficially through a broker, bank or other nominee and want to change your vote, follow the voting instruction form provided by your broker, bank or other nominee. If you have any questions about voting or attending the Meetings, contact the Shareholder Helpline. You may call the Liberty Global Investor Relations Department at +1(303) 220-6600 or contact Innisfree, who is acting as proxy solicitation agent for the Meetings, at +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

If your Liberty Shares are held through the Corporate Sponsored Nominee Service provided by Computershare U.K. and you would like to change your vote or you have any question about voting or attending the Meetings, you should contact Computershare U.K., The Pavilions, Bridgwater Road, Bristol BS13 8AE, telephone number +44 (0) 370 707 1353.

All Liberty Shares that have been properly voted and not revoked will be counted at the applicable Meeting.

Incomplete Instructions and Abstention

If you are a registered Shareholder and you validly appoint a proxy for the applicable Court Meeting but do not specify how you want to vote your Liberty Shares at the Court Meeting, your proxy will be invalid and your Liberty Shares will not be voted at the applicable Meeting.

If you are a registered Shareholder and you validly appoint a proxy for the General Meeting but do not specify how you want to vote your Voting Shares at the General Meeting, the proxy holders will vote such unspecified Voting Shares “FOR” each of the General Meeting Resolutions.

If you are a registered Shareholder and you validly appoint a proxy for the Shareholders Meeting but do not specify how you want to vote your Liberty Shares at the Shareholders Meeting, the proxy holders will vote such unspecified Liberty Shares “FOR” each of the Shareholders Meeting Resolutions.

In addition, with respect to the General Meeting, if any other matters (other than the General Meeting Resolutions described herein and related procedural matters) properly come before the General Meeting, the

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proxy holders will have the authority to vote your Voting Shares on those matters in their discretion. The Board currently does not know of any matters to be raised at the General Meeting other than the General Meeting Resolutions described herein and related procedural matters.

You may abstain from voting on any General Meeting Resolution or Shareholders Meeting Resolution by choosing “ABSTAIN” when voting through the internet or by returning the applicable Proxy Card or by following instructions from your broker, bank or other nominee. An abstention on any General Meeting Resolution or Shareholders Meeting Resolution has the effect of a vote not being cast with respect to the applicable Voting Shares in relation to that proposal. Although considered present for purposes of the applicable quorum requirement at the General Meeting or the Shareholders Meeting, such Voting Shares or Liberty Shares, as applicable, will not be considered when determining whether the proposal has received the required approval.

If you are a beneficial owner, your broker, bank or other nominee will be permitted to vote your shares held in “street name” on any proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks and other nominees have the discretion to vote your shares only on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals to be voted upon by our Shareholders described in this Document (other than the Adjournment Resolutions) are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All dates and times are based on current expectations of Liberty Global and are subject to change. If any of these dates and/or times change, Shareholders will be notified of the revised dates and/or times by an announcement that will be made available at Liberty Global’s website at www.libertyglobal.com.

To be valid, the submission of a proxy via the internet must be received by 12:00 a.m. New York City time (5:00 a.m. London time) on [●], 2023.

Shareholders who wish to appoint a proxy by using paper Proxy Card(s) may do so by completing and signing the applicable Proxy Card(s) and returning them in accordance with the instructions printed on them, so as to be received by 12:00 a.m. New York City time (5:00 a.m. London time) on [●], 2023.

If you have any questions or need assistance voting your shares, please contact Innisfree, our proxy solicitor, by calling +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

In the event that either Meeting is adjourned, the applicable Proxy Card must be received on the date that is one day before the date set for such adjourned Meeting.

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RISK FACTORS

In considering whether to vote in favor of the Scheme, the General Meeting Resolutions and the Shareholders Meeting Resolutions at the Meetings, Shareholders should carefully consider the following risks and/or investment considerations, as well as the matters set forth in “Forward-Looking Statements” beginning on page 9 of this Document. In addition, Shareholders should carefully review the other information included and incorporated by reference herein, including the risk factors discussed under “Risk Factors” in Part I, Item 1A of Liberty Global’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as they discuss risks and uncertainties that could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements included or incorporated by reference herein. Although we describe below and elsewhere in this Document the risks we consider to be the most material, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on the Redomiciliation and our results of operations, financial condition, business or operations in the future. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Risks Associated with the Redomiciliation

The anticipated benefits of the Redomiciliation may not be realized.

We have concluded that moving the jurisdiction of incorporation for our parent holding company to Bermuda from England and Wales will facilitate the Company’s ability to deliver on its plan of delivering sustainable long-term value creation for Shareholders through organic growth, disciplined and opportunistic mergers, acquisitions, dispositions and joint ventures in combination with a levered-equity capital structure. We believe the Redomiciliation, including the proposed changes to our incorporation documents we are proposing to implement in connection with the Redomiciliation, will facilitate this plan and will allow us to maintain a stable corporate structure and capital flexibility, and drive long-term shareholder value. See “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document and “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Shareholders Meeting” beginning on page 59 of this Document.

We may not realize the benefits we anticipate from the Redomiciliation, however, and although we do not expect our failure to realize those benefits to have a material adverse effect on our business, there can be no assurance to this effect.

Your rights as a Liberty Global Shareholder will change as a result of the Redomiciliation and Bermuda law and may, in certain circumstances, afford less protection to our Shareholders.

Because of the differences between English law and Bermuda law and differences between the governing documents of Liberty Global and New Liberty, your rights as a Shareholder will change if the Redomiciliation is completed. For example, the governance changes that we are proposing to implement in the New Liberty Bye-laws in connection with the Redomiciliation will result in different approval thresholds in connection with the variation of class rights and certain business combination transactions. As a result of these differences, Bermuda law and the governing documents of New Liberty may in certain circumstances afford less protection to our Shareholders. A discussion of material differences in rights as a Shareholder of Liberty Global and New Liberty is set forth in “Part V (Additional Information) — Comparison of the Rights of Holders of Liberty Shares and New Liberty Shares” beginning on page 104 of this Document.

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If the Court does not approve the Scheme, Liberty Global will be unable to effect the Redomiciliation.

We cannot proceed with the Redomiciliation unless the Court approves the Scheme after conducting the Court Hearing. Assuming that the Court Meetings are conducted in accordance with the Court’s order and that the Shareholders approve the Scheme by the vote required by the Companies Act, we are not aware of any reason why the Court would not approve the Scheme. Nevertheless, the Court’s approval is a matter for its discretion and there can be no assurance if or when such approval will be obtained.

If the Court does not approve the Scheme, Liberty Global will be unable to effect the Redomiciliation as contemplated under the Scheme (even if the Shareholders have approved all proposals necessary to effect the Scheme). In addition, the Court may impose such conditions, modifications or amendments as it deems appropriate in relation to the Scheme, but may not impose any material changes without the consent of both Liberty Global and New Liberty. If such conditions, modifications or amendments are imposed, Liberty Global will be unable to effect the Redomiciliation without amending the Scheme, which, depending on the nature of such conditions, modifications or amendments, might require new Shareholder approvals. In addition, it is likely that Liberty Global may determine to terminate the Scheme and not proceed with the Redomiciliation if any condition, modification or amendment is imposed on us that is adverse to Liberty Global.

The market price, trading volume and volatility for the New Liberty Shares may differ from those for the Liberty Shares.

The New Liberty Shares will be listed on Nasdaq, with the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares trading under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively, the same symbols under which the Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, are currently trading. We have no current plans to list the New Liberty Shares on any other securities exchange. However, the market price, trading volume and volatility of the New Liberty Shares could be different than those of the Liberty Shares.

The Board may choose to delay or abandon the Scheme and the Redomiciliation at any time prior to the Effective Date.

The Board may delay or abandon the Scheme and the Redomiciliation for any reason or at any time, including after Shareholder approval has been obtained at the Meetings. While we currently expect to complete the Redomiciliation as soon as practicable after the Court Hearing, the Board may delay the Redomiciliation for a significant time or may abandon the Redomiciliation because, among other reasons, the Board believes the Redomiciliation is no longer in the best interest of Liberty Global or the Shareholders or may not result in the benefits we expect, or our estimated cost of the Redomiciliation increases. Additionally, we may not be able to obtain the requisite Shareholder or Court approvals to effect the Redomiciliation.

After the Redomiciliation, New Liberty may continue to be significantly influenced by one principal shareholder.

As of March 1, 2023, Mr. Malone beneficially owned 4,562,720 Class A Ordinary Shares and 8,677,225 Class B Ordinary Shares representing approximately 30.65 percent of the aggregate voting power of the outstanding Liberty Shares. For a detailed description of the holdings by Mr. Malone and our other directors and executive officers, see “Part V (Additional Information) — Other Information — Security Ownership of Directors and Executive Officers” beginning on page 125 of this Document. The Redomiciliation itself will not change Mr. Malone’s aggregate share ownership or voting power. However, the Redomiciliation and the governing documents of New Liberty will impact the applicable voting thresholds for various matters and, therefore, the ability of Mr. Malone through his beneficial ownership of shares to influence the outcome of votes on these matters will change.

On the one hand, there will be fewer matters requiring approval by a supermajority of 75 percent of the votes cast by holders of all voting shares present and voting. This will reduce the number of matters where

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Mr. Malone’s ownership of shares representing an aggregate 30.65 percent of the voting power currently enables him, through his personal and beneficial holdings together, to block a resolution from passing. This will also likely reduce the number of matters where other Shareholders, working together, have the ability to prevent a resolution from passing (for example, a relatively small number of Shareholders representing a small percentage of the overall voting power of the Company could together vote to prevent approval of a transaction that Shareholders representing a substantial majority of the voting power of the Company believe is in the best interest of the Company). On the other hand, the reduced voting threshold for matters in which Class A Shareholders and Class B Shareholders vote together and where Class C Shareholders do not vote, following the Redomiciliation could enhance Mr. Malone’s ability, alone or with other New Liberty Shareholders, to influence the approval of these matters based on his 30.65 percent voting stake. For example, an amendment to the New Liberty Bye-laws that has been approved by the Board and is supported by Mr. Malone and all other directors and executive officers will be capable of being approved with the votes of additional shares representing 8.87 percent of our total voting power (corresponding to, for example, 16.23 percent of the New Liberty Class A Common Shares not owned by our directors or executive officers). Under English law, an amendment to the Articles (that does not vary the rights of any class and, therefore, does not require separate class votes) that is similarly supported by Mr. Malone and all other directors and executive officers would currently require the votes of additional shares representing 33.87 percent of our total voting power (corresponding to, for example, 61.97 percent of the Class A Ordinary Shares not owned by our directors or executive officers), or fewer votes if not all shares are present and voting.

There could, however, be other transactions that require separate class votes of Class A Ordinary Shares or Class C Ordinary Shares and, in each case, Mr. Malone does not control sufficient votes to control the outcome (having only 2.72% of the Class A Ordinary Shares and 6.70% of the Class C Ordinary Shares). As described below in Part 1 (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions beginning on page 49 of this Document, we are proposing to include in the New Liberty Bye-laws certain additional requirements in connection with the approval of certain business combination transactions with related parties. These bye-law provisions require, among other things, approval of these business combination transactions by an independent committee of the New Liberty Board, a majority of the New Liberty Board and also that any such transaction be approved by a majority of the votes cast by the outstanding shares of each class of New Liberty Common Shares, including the non-voting New Liberty Class C Common Shares. Therefore, because Mr. Malone does not control a majority of the Class A Ordinary Shares or Class C Ordinary Shares, his ability to control the outcome of the vote on any such business combination transaction is limited.

In addition, because several matters (though significantly fewer matters under Bermuda law or the New Liberty Bye-laws than under English law) will still require the affirmative vote of the holders of at least 75 percent of the total voting power of the issued and outstanding voting shares of New Liberty entitled to vote thereon, voting as a single class, Mr. Malone will retain the ability to prevent certain actions or transactions from being approved even though a majority of the other Shareholders may believe that such action or transaction is beneficial for New Liberty. See “Part V (Additional Information) — Comparison of the Rights of Holders of Liberty Shares and New Liberty Shares” beginning on page 104 of this Document.

Non-cash transactions with directors of New Liberty will not be subject to shareholder approval.

Under the Companies Act, certain non-cash transactions between a U.K. company and its directors or any person connected to a director require shareholder approval before the company may implement such transactions. Bermuda law does not impose such approval requirements. Such shareholder approval provisions are uncommon in the United States. Following completion of the Redomiciliation, pursuant to the New Liberty Bye-laws and applicable Nasdaq listing requirements, transactions between New Liberty and its directors or officers will be entered into on the basis of New Liberty’s related party transactions policy and shareholder approval will generally not be required to approve such related party transactions. The New Liberty Bye-laws will, however, require shareholder approval for certain business combination transactions involving related parties. See “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Shareholders Meeting” beginning on page 59 of this Document.

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Risks Relating to Regulation, Taxation and Structure

Legislation enacted in Bermuda as to economic substance may affect our operations

Pursuant to the Economic Substance Act 2018 of Bermuda, as amended (the “ES Act”), that came into force on January 1, 2019, a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda that carries on as a business any one or more of the “relevant activities” referred to in the ES Act must comply with economic substance requirements. The ES Act may require in-scope Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda or perform core income-generating activities in Bermuda. The list of “relevant activities” includes carrying on any one or more of banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities.

To the extent New Liberty is conducting a relevant activity, we believe it will be the relevant activity of a “holding entity” within the meaning of the ES Act. On this basis, New Liberty should only be subject to minimum economic substance requirements under the ES Act and related regulations. However, if New Liberty is deemed to be carrying on another “relevant activity,” other than that of a holding entity, New Liberty may be required to increase its substance in Bermuda in response to requirements imposed by the ES Act and related regulations. If this were the case, this could result in additional costs that could adversely affect New Liberty’s financial condition or results of operations.

New Liberty may have future exposure to changes in its tax residency.

New Liberty intends to conduct its affairs so that it is resident for tax purposes solely in Bermuda. It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority, or as a result of any change in the conduct of New Liberty’s affairs following a review by its directors or for any other reason, New Liberty could become, or be regarded as having become, tax resident or otherwise subject to tax in a jurisdiction other than Bermuda. In such an event, New Liberty may have exposure related to unexpected tax liabilities that would have an adverse effect.

Bermuda’s limited network of international tax treaties may present an incremental tax risk to New Liberty, its subsidiaries and their cash flow.

Following the Redomiciliation, New Liberty will be our parent holding company, and Liberty Global will be its direct subsidiary. New Liberty will be a Bermuda company intended to be tax resident solely in Bermuda, while Liberty Global is a company incorporated in England and Wales that is tax resident in the United Kingdom. Unlike the United Kingdom, which has a wide network of income tax treaties, Bermuda has no comprehensive income tax treaties and only a very limited number of special purpose tax treaties. Following the Redomiciliation, certain tax treaty benefits may or will not be available with respect to various intercompany distributions and other intercompany transactions or dispositions that would otherwise be available to minimize or eliminate withholding and other taxes if Liberty Global remained our parent holding company. This could adversely impact our ability to make intercompany distributions or engage in other intercompany transactions.

Future changes to tax laws could adversely affect New Liberty.

The Parliament of the United Kingdom, the European Union, the Organization for Economic Co-operation and Development (“OECD”) the U.S. Congress and other government agencies in jurisdictions where New Liberty and its affiliates do business have, in recent times, focused extensively on issues related to the taxation of multinational corporations. As a result, U.K. and U.S. tax laws, as well as tax laws in other countries in which New Liberty and its affiliates do business, could change on a prospective or retroactive basis, and any such changes could adversely affect New Liberty and its affiliates.

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Specifically, changes in the tax laws of the various foreign jurisdictions in which we operate could arise as a result of the Base Erosion and Profit Shifting (“BEPS”) project undertaken by the OECD. The OECD represents a coalition of member countries that encompass most of the jurisdictions in which we operate. In October 2021, the OECD announced the OECD/G20 Inclusive Framework of Base Erosion and Profit Shifting (the “Framework”), which agreed to a two-pillar solution to reform international taxation. Pillar One provides a mechanism to align taxing rights more closely with local market engagement; generally, where people or consumers are located. Pillar Two establishes a global minimum tax regime through a series of interlocking rules that would apply when a country’s income tax rate is below 15%. At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by New Liberty such that the Framework may adversely affect New Liberty from an international tax standpoint.

In most jurisdictions in which we operate, it is anticipated that the Pillar Two rules will be enacted by the end of 2023 with the income inclusion rule applying to accounting periods beginning on or after December 31, 2023 and the undertaxed profits rule taking effect for years beginning from December 31, 2024. It is possible that jurisdictions in which we do business, including Bermuda, could react to the BEPS initiatives or their own concerns by enacting tax legislation that could adversely affect our financial position through increasing our tax liabilities, for example, through the introduction of a corporate income tax or the adoption of some or all of Pillar Two. Further, the BEPS project as well as legislative changes in many countries, has resulted in various initiatives that require the sharing of company financial and operational information with taxing authorities on a local or global basis. This may lead to greater audit scrutiny of profits earned in other countries as well as disagreements between jurisdictions associated with the proper allocation of profits between jurisdictions.

Dividends paid on New Liberty Shares, if any, to non-corporate U.S. Holders will not be eligible for preferential rates of U.S. federal income taxation unless the shares upon which the dividend is paid are treated, for U.S. federal income tax purposes, as “readily tradeable on an established securities market in the United States.”

Bermuda (unlike the United Kingdom) is not party to a comprehensive income tax treaty with the United States. As a result, dividends paid on New Liberty Shares to non-corporate U.S. Holders will not be eligible for the preferential rate of U.S. federal income taxation applicable to “qualified dividend income” unless, among other generally applicable requirements, such dividends are paid with respect to shares that are treated as “readily tradeable on an established securities market in the United States” within the meaning of applicable U.S. federal income tax law. Under currently applicable guidance from the U.S. Internal Revenue Service (the “IRS”), any class of stock that is listed on an established securities market in the United States (which, under such guidance, includes Nasdaq) should be treated as readily tradeable on such a securities market. However, whether any class of New Liberty Shares is treated as readily tradeable on an established securities market in the United States could change at any time. For more information see, “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences for U.S. Holders of New Liberty Shares — Qualified Dividend Income” on page 90 of this Document.

Bermuda has no income or profits tax, withholding tax, capital gains tax payable by New Liberty or by its Shareholders in respect of the New Liberty Shares. We expect to receive further assurance that this will remain the case through March 31, 2035. However, tax laws could change.

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by New Liberty or by its shareholders in respect of the New Liberty Shares. New Liberty has obtained an assurance from the Minister of Finance of Bermuda under the EUTPA that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to New Liberty or to any of its operations or shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in

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Bermuda or is payable by New Liberty in respect of real property owned or leased by it in Bermuda. While Bermuda should therefore impose no material taxes on New Liberty through 2035 based upon current Bermuda law and New Liberty’s receipt of an assurance under EUTPA, there may be changes in tax laws (for the reasons discussed in “Risk Factors — Risks Relating to Regulation, Taxation and Structure — Future changes to tax laws could adversely affect New Liberty” on page 41 of this Document or otherwise) and New Liberty may not receive an exemption in respect of any future changes.

U.K. holders which are “small companies” for the purposes of Chapter 2 of Part 9A of the U.K. Corporation Tax Act 2009 (the “CTA”) will be liable to U.K. corporation tax on distributions received in respect of New Liberty Shares.

For more information see, “Part IV (Taxation) — Material U.K. Tax Consequences — New Liberty Shares — Taxation of Dividends — Corporate Holders” on page 86 of this Document.

New Liberty will be a Bermuda company and it may be difficult for New Liberty Shareholders to enforce judgments against New Liberty, its directors and its officers.

New Liberty will be a Bermuda exempted company limited by shares. As a result, the rights of holders of New Liberty Shares will be governed by Bermuda law, the memorandum of association of New Liberty (the “Memorandum of Association”) and the New Liberty Bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. It may be difficult for investors to enforce judgments obtained in U.S. or U.K. courts based on the civil liability provisions of English laws and the U.S. securities laws against New Liberty or its directors and officers.

We have been advised by our Bermuda counsel that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against New Liberty or its directors and officers depends on whether the U.S. court that entered the judgment is recognized by a Bermuda court as having jurisdiction over New Liberty or its directors and officers, as determined by reference to Bermuda conflict of law rules.

In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. We have been advised that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, is unlikely to be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they are likely to be contrary to Bermuda public policy. Further, it may not be possible to pursue direct claims in Bermuda against New Liberty or its directors and officers for alleged violations of U.S. federal securities laws because these laws are unlikely to have extraterritorial effect and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on New Liberty or its directors and officers if the facts alleged and proved in the Bermuda proceedings constitute or give rise to a cause of action under the applicable governing law, not being a foreign public, penal or revenue law.

The New Liberty Bye-laws generally restrict shareholders from bringing legal action against our officers and directors.

The New Liberty Bye-laws contain a general waiver by shareholders for any claim or right of action a shareholder might have (whether individually or by or in the right of the company) against any director or officer of the company arising from any action or inaction by such director or officer in the performance of their duties for New Liberty or any of New Liberty’s direct or indirect subsidiaries (but excluding any matter involving fraud or dishonesty). Consequently, this waiver limits the right of Shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

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There are potential regulatory limitations on the ownership and transfer of the New Liberty Shares if the New Liberty Shares are delisted from Nasdaq.

The New Liberty Shares may be offered or sold in Bermuda only in compliance with the provisions of the Bermuda Companies Act and the Investment Business Act 2003 of Bermuda, which regulates the sale of securities in Bermuda. In addition, the BMA must approve all issues and transfers of shares of a Bermuda exempted limited by shares. However, the BMA has, pursuant to its statement of June 1, 2005, given its general permission under the Exchange Control Act 1972 (the “Exchange Control Act”) and related regulations for the issue and free transfer of New Liberty Shares to and among persons who are non-residents of Bermuda for exchange control purposes as long as any class of New Liberty Shares are listed on an appointed stock exchange, which includes Nasdaq. This general permission would cease to apply if none of the New Liberty Shares were to be listed on Nasdaq or another appointed stock exchange.

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PART I

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act 2006)

[●], 2023

To the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares and, for informational purposes only, to the holders of awards granted under the Liberty Equity Incentive Plans.

Recommended proposals relating to the introduction of a new Bermuda-incorporated holding company to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act

Liberty Global is an international converged fixed and mobile communications company, providing world-class connectivity and entertainment services to residential and business customers. Liberty Global is focused on building fixed-mobile convergence national champions in core European markets, and is constantly striving to enhance and simplify its customers’ lives through quality products and services that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose. To that end, Liberty Global delivers market-leading connectivity and entertainment products through next-generation networks that connect retail and wholesale customers subscribing to over 86 million (as of December 31, 2022) broadband internet, video, fixed-line telephony and mobile services across its operating companies. Liberty Global’s primary business operations include: Virgin Media-O2 in the United Kingdom, VodafoneZiggo in the Netherlands, Telenet in Belgium, Sunrise in Switzerland, Virgin Media in Ireland and UPC Slovakia in Slovakia. Additionally, the ventures arm, Liberty Global Ventures, has significant investments in more than 75 companies in the fields of content, technology and infrastructure, including strategic stakes in companies such as Plume Design, Inc., ITV plc, Televisia Univision, Inc., AE Group Sàrl and Formula E Holdings Ltd.

Our Strategy of Growth Through Investment and Value-Enhancing Transactions

Liberty Global is focused upon delivering sustainable long-term value for shareholders. We concentrate on core markets where we have or can obtain a path to national scale. Fixed-mobile convergence is central to our strategy, creating an enhanced customer proposition, driving growth, unlocking synergies and generating significant free cash flow.

Key components of our operational strategy across Europe have included innovation in customer experience, market leading broadband speeds, quality customer service and operational excellence. Key components of our strategy for value creation have included multinational mergers, acquisitions and divestiture transactions, share buybacks, multicurrency debt transactions and the deployment of sophisticated and innovative capital structures or transactions, such as spinoffs. In recent years, we have combined our predominantly fixed operations with mobile operators in Belgium, the Netherlands and Switzerland, and in 2021 closed our substantial 50/50 joint venture with Telefonica in the U.K. combining O2 U.K. with Virgin Media.

Looking forward, we expect to employ these and similar strategies as the Company continues to take a disciplined approach to capital allocation and remains committed to its levered-equity model. Since the acquisition of our U.K. operations in 2013, Liberty Global has employed these value-creation strategies and undertaken the relevant transactions while incorporated as a company in England and Wales. Over time, certain aspects of English corporate law have presented challenges for a variety of actual and potential transactions given that we are a Nasdaq-listed company rather than a U.K. listed company. These challenges are exacerbated by the mismatch in certain areas between applicable Nasdaq listing requirements and SEC regulations, on the one hand, and the requirements of the Companies Act, on the other. This mismatch has led to inefficiencies and additional administrative burdens for the Company as it has sought to explore and implement various types of value-enhancing transactions.

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After undertaking a review of potential jurisdictions of organization, for the reasons described below, Liberty Global’s management and the Board have determined that the flexible corporate law regime of Bermuda would alleviate many of these challenges and promote our ability to more readily pursue innovative and traditional value-creation strategies. If we are able to redomicile to Bermuda, it would enhance the execution certainty in pursuing value-creating transactions and also generally provide a model of corporate governance that is more aligned with the Company’s principally U.S. shareholder base and would lead to economic savings and efficiencies from a reduced administrative burden. Liberty Global’s management and the Board also considered potential risks associated with a Bermuda domicile, as discussed in more detail under “Risk Factors — Risks Relating to Regulation, Taxation and Structure” beginning on page 40 of this Document. After considering those risks, Liberty Global’s management and the Board concluded that they were outweighed by the benefits of the greater flexibility and reduced cost and complexity of corporate transactions described below. We are therefore proposing to our shareholders to move our legal domicile to Bermuda through the Scheme described in this Document.

Key Legal Differences and Expected Benefits of Change in Domicile

Below is a summary of certain key differences between English and Bermuda law and the applicable provisions in the Articles and the New Liberty Bye-laws, and the related benefits we hope to realize by effecting the Redomiciliation through the Scheme. Please also see “Part V (Additional Information) — Comparison of the Rights of Holders of Liberty Shares and New Liberty Shares” beginning on page 104 of this Document, for a comparison of your rights as a holder of Liberty Shares and your rights that would result from the Scheme and holding New Liberty Shares. Please be sure to review that detailed comparison carefully to ensure that you understand the differences in your rights that will result from the implementation of the Scheme.

Primary Benefits of Redomiciliation to Bermuda

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Share Buybacks

Under English law, shareholder approval is required to effect share buybacks because a U.K. public company may purchase its own shares only (a) “on-market” on a “recognized stock exchange”, which includes the London Stock Exchange, but does not include Nasdaq (and so this method cannot currently be utilized by Liberty Global), or (b) “off-market” pursuant to a share purchase contract that, along with the identity of the counterparties, has been approved by its shareholders. Any such approval expires not more than five years after it is granted. Liberty Global’s current share buyback program uses this second approach. Since the terms pursuant to which companies implement these buybacks change from time to time and shareholder approval is necessary for any amendment to these share purchase contracts, to retain the flexibility to utilize share buyback programs whenever market conditions are appropriate, U.K. companies such as Liberty Global are required to regularly seek shareholder approval of changes to these contracts or to introduce new counterparties.

In addition, English law applies a stamp tax on share buybacks at a rate of 0.5 percent of the value of the repurchases.

The regular shareholder approval and the fees charged by the banks serving as counterparties as well as the imposition of stamp tax increase the administrative burden and costs associated with our share buyback programs and may reduce flexibility to implement these programs in the most efficient way in the future.

Bermuda law does not require shareholder approval of a company’s purchases of its own shares or impose any stamp tax on such purchases. In addition, as a Bermuda company we would no longer be required to effect our share buyback program through specified counterparty banks, thereby providing enhanced flexibility and providing possible cost savings.

Self-Tender Offers

Consistent with the treatment of share buybacks generally, self-tender offers for U.K. companies whose shares trade “off market” must also be implemented under the pre-approved share purchase contracts with identified counterparties. The counterparties’ role in these self-tender offers results in additional costs and complexities.

As with other share buybacks, Bermuda law does not require the Company to conduct these tender offers under shareholder-approved contracts through shareholder-approved counterparty banks, thus allowing us to conduct these transactions in a more streamlined and cost-efficient manner.

“Distributable Reserve” Requirement for Dividends, Distributions and Share Buybacks

Under English law, a company can issue dividends or share distributions or undertake share buybacks only if it has sufficient “distributable reserves”. The calculation of such distributable reserves requires, among other things, all accumulated realized losses (irrespective of when incurred) to be deducted from a company’s accumulated realized profits (which will have been reduced by other distributions over time), rather than simply referencing the company’s net asset position at the time or the actual profits made in a particular financial period when the dividend or distribution is paid or the share buyback occurs.

If a company does not have sufficient distributable reserves, it will be prohibited from effecting a potential value-creating transaction involving a split-off or spin-off of assets to its shareholders or the creation of tracking shares.

Additionally, where a company has tracking shares, the company’s distributable reserves are still calculated on a whole-company basis, with the result that underperformance in only the “tracked” division could still limit the company’s ability to pay dividends or effect buybacks in respect of its remaining outstanding shares that are

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not designed to track that division. Similarly, a “tracked” division could be generating strong returns but be unable to pass these back to holders of the relevant tracking shares through dividends or buybacks if the company as a whole has insufficient distributable reserves.

We had approximately $15.8 billion of distributable reserves as of December 31, 2022. While we expect that this amount will be sufficient to support the execution of our current share repurchase program and other near-term transactions, we believe that the distributable reserves requirement could limit our flexibility to engage in value-creating transactions in the future. Each split-off, spinoff or other share distribution can have the effect of reducing available distributable reserves, thus impacting any subsequent transaction.

Bermuda does not have a distributable reserves requirement applicable to dividends, distributions or share buybacks. Instead, Bermuda law will permit New Liberty to engage in share distributions, including spin-off and split-offs, dividends, including on tracking shares, and share buybacks unless New Liberty is, or would after the distribution be, unable to pay its liabilities as they become due, or the realizable value of its assets would be less than its liabilities. Consistent with many U.S. companies, this more flexible standard will enhance the New Liberty Board’s ability to make these types of dividends, distributions and share buybacks and pursue these types of transactions as opportunities arise.

Supermajority Requirements

Under English law, certain corporate matters must be approved by supermajority votes of shareholders that require the affirmative vote of 75 percent of the votes cast. These matters include, among others, any amendment of a company’s articles of association and the disapplication (or waiver) of statutory pre-emptive rights on issuances of equity securities for cash. Additionally, any “scheme of arrangement”, which is required under English law for many business combination or redomiciling transactions, such as the Scheme described in this Document, require the approval of a majority of the members voting, holding at least 75 percent of the shares voted.

Bermuda law does not impose these supermajority requirements at all, or does so only in more limited circumstances. For example, Bermuda law requires the affirmative vote of the holders of only a majority of the total voting power of the issued and outstanding voting shares entitled to vote thereon to approve an amendment to a company’s bye-laws. Bermuda law also does not impose statutory pre-emptive rights, making the supermajority vote on their disapplication unnecessary. While the shareholder approval thresholds required under the Bermuda Companies Act for schemes of arrangements are similar to those in England, Bermuda law offers mergers in more circumstances making the reliance on schemes and associated supermajority votes less critical for implementing value-enhancing transactions. The absence of these supermajority requirements under Bermuda law will facilitate the ability of New Liberty to make subsequent changes to the New Liberty Bye-laws or pursue potential business combination transactions that the New Liberty Board and management believes are in the best interests of all shareholders, without providing a small minority of New Liberty shareholders with the ability to block these value-creating transactions.

For U.S. incorporated companies, non-voting stock is entitled to vote as a class in very limited circumstances, while under English law non-voting shares have the right to vote on various matters. Under Bermuda law and the changes proposed by the Advisory Resolutions, in the limited circumstances in which the holders of our non-voting shares will have the right to vote as a class, such vote will be on a majority, rather than a supermajority, basis.

Tracking Shares; Preferred Shares

In order for New Liberty to issue shares of a new class of shares, such as tracking shares or preferred shares, the related amendment to the New Liberty Bye-laws would not require a supermajority approval of each class of its shares, as currently applicable to Liberty Global. Instead, under Bermuda law and the class rights variation

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provision to be included in the New Liberty Bye-laws as part of the governance changes we are proposing to implement in connection with the Redomiciliation, such amendment would only require the approval of the affirmative vote of the holders of a majority of the votes cast by each of the three share classes (in addition to the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding voting shares of New Liberty, which would be required to amend any provision of the bye-laws).

Tracking shares and preferred shares offer the potential for value-creating transactions. Tracking shares form a class of shares that tracks the performance of a particular division, trading separately, offering, among other things, the opportunity for investors to target their investments in a specific division of a company. The issuance of tracking shares may be a precursor to an ultimate separation transaction. Preferred shares offer flexible capital raising opportunities for New Liberty, potentially offering a stated dividend or liquidation preference to investors, thereby attracting a different type of investors to New Liberty who are focused on a fixed return as well as growth opportunities.

One feature of corporate law that is common among U.S.-listed companies but not possible under English law is the inclusion of “blank check preferred” stock in a company’s organizational document, permitting the company’s board to create and issue a new class of preferred shares with such rights, preferences and privileges as the board deems appropriate, without the need for shareholder approval at the time of creation or issuance. English law does permit the authorization of blank check preferred shares in a company’s articles of association. Although we are not seeking to authorize blank check preferred shares in the New Liberty Bye-laws in connection with the Redomiciliation, the New Liberty Board could do so in the future with the approval of a majority of each class of the New Liberty Shares present and voting. If blank check preferred shares were to be authorized in the future, it could provide the New Liberty Board with additional flexibility to pursue value-creating financing or other transactions.

Pre-emptive Rights

Under English law, a company’s shareholders are entitled to pre-emptive rights on the issuance of equity securities for cash, unless shareholders approve the disapplication of the pre-emptive rights by the affirmative vote of 75 percent of the votes cast. Any such disapplication of preemptive rights must be limited in amount and may be effective for a period of no more than five years.

It is customary for English companies to receive shareholder approval for a relatively small amount of shares on an annual basis. While we do not have any current plans to raise capital through equity issuance for cash, we may do so in the future. The time required to seek and obtain shareholder approval for an equity issuance in excess of the then-current approved amount, could constrain our ability to react quickly to funding needs and market conditions in connection with capital raising transactions.

Bermuda law does not subject the issuance of shares for cash to statutory pre-emptive rights, enhancing the flexibility of New Liberty to capitalize in our financing activities on favorable market conditions that may exist from time to time.

Related Party Transactions

Under English law, certain transactions between a company and a director (or a person connected with a director, which includes, among others, companies in which the director is interested in at least 20 percent of the share capital or is entitled to control more than 20 percent of the voting power) of that company are prohibited unless approved by the shareholders. These transactions include loans, quasi-loans, credit transactions and substantial property transactions (i.e., transactions involving the acquisition of substantial non-cash assets).

Bermuda law does not generally require shareholder approval of related party transactions unless there is an independent approval requirement for such transaction under Bermuda law or a company’s bye-laws. Instead, Bermuda law is consistent with the approach more familiar to a U.S. investor base, which, pursuant to applicable corporate law, stock exchange requirements and company related party transaction policy, requires disclosure to

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a board or shareholders and recusal from discussion and approval of such transaction by the board level, if applicable. Bermuda law requires shareholder approval of a related party transaction where (subject to certain limited exceptions) a company proposes to make a loan or provide a guarantee or other security to any person who is a director of the company or a director of its holding company (and to certain connected persons such as spouses or children of the director or to a company of which the director, their spouse or children own or control directly or indirectly more than 20 percent of the capital or loan debt). As a result, New Liberty will have greater flexibility to enter into related party transactions that are in the best interest of New Liberty.

Cash Savings

The Company has identified several areas of cash savings that it would expect to realize following the consummation of the Redomiciliation, including:

The Company estimates these annual cash savings from the Redomiciliation would range from $8 million to $10 million, depending upon the amount of shares we repurchase under our share buyback programs. If share buybacks are significantly increased, these savings would increase accordingly.

Bermuda’s Stable Corporate Legal Environment

The Board considered Bermuda’s stable corporate legal environment, which serves as the jurisdiction of organization for a significant number of U.S. publicly listed companies. As of March 1, 2023, more than 30 companies listed on either Nasdaq or the New York Stock Exchange with a market capitalization in excess of $1 billion were organized in Bermuda, six of which had a market capitalization in excess of $10 billion. Accordingly, the Board believes that the Redomiciliation will allow the Company to benefit from this established corporate law framework that will provide corporate governance that is more familiar to the Company’s principally U.S. shareholder base.

Continued Application of Nasdaq Listing Standards and SEC Rules

In addition, due to the fact that the New Liberty Shares will be listed on Nasdaq, the Nasdaq listing requirements and the U.S. securities laws to which New Liberty will be subject will not change as a result of the Redomiciliation, including with respect to Nasdaq rules pertaining to conflicts of interest, director independence, board diversity and say-on-pay.

The Redomiciliation has Limited Impact

The Redomiciliation would change the jurisdiction of incorporation and governing documents of our parent company but would have no effect on Liberty Global’s operations and subsidiaries:

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Continuing Commitment to Europe

We remain committed to our businesses in the U.K. and the rest of Europe. Over the years we have invested billions of dollars in critical infrastructure in the jurisdictions where we operate, and our on-going commitments will not be altered by the Redomiciliation.

Preparatory Steps

New Liberty

New Liberty has been incorporated in Bermuda as an exempted company limited by shares. Prior to the Effective Date, New Liberty will not commence operations (other than entry into contracts and activities associated with its administration and the Redomiciliation).

The initial subscribers to New Liberty’s Memorandum of Association were directors of Conyers Dill & Pearman Limited (New Liberty’s Bermuda counsel). Such subscribers subscribed to New Liberty’s Memorandum of Association solely for the purposes of facilitating the incorporation of New Liberty and have not been issued and allotted any shares in New Liberty. Liberty Global has been issued and allotted one share in the capital of New Liberty which will be held pending implementation of the Scheme and the associated reorganization of New Liberty’s share capital into the different classes of New Liberty Shares. Subject to the resolutions being passed at each of the Meetings, on the Effective Date, New Liberty will have an authorized share capital of $20,000,000 of aggregate nominal value, of which approximately $4,500,000 will be utilized to issue the New Liberty Shares on the Effective Date, which we anticipate will be approximately [●] New Liberty Class A Common Shares, par value $0.01 per share, [●] New Liberty Class B Common Shares, par value $0.01 per share and [●] New Liberty Class C Common Shares, par value $0.01 per share, based on the number of shares of each class of Liberty Shares outstanding as of [●], 2023, the last practicable date prior to the mailing of this Document. As at the date of this Document, New Liberty’s issued and outstanding shares comprise only the initial share described above.

The Articles of Liberty Global

Any Liberty Shares issued (for example, on the exercise of awards under the Liberty Equity Incentive Plans) after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is also proposed that the Articles be amended so that any Liberty Shares issued to any person other than New Liberty on or after the Scheme Record Time will be transferred automatically to New Liberty (or as it may otherwise direct) in consideration for the issue of one New Liberty Class A Common Share for each Class A Ordinary Share, one New Liberty Class B Common Share for each Class B Ordinary Share and one New Liberty Class C Common Share for each Class C Ordinary Share so issued.

The Articles Amendment Resolution will also authorize the Company to procure the transfer of Liberty Shares held by Overseas Shareholders to a nominee to hold in circumstances where the issue of the New Liberty Shares to the relevant Overseas Shareholder would or might infringe certain laws or require the observance of additional governmental or regulatory consents or otherwise. The amendment to the Articles permits the nominee to sell the New Liberty Shares and remit the proceeds of such to the Overseas Shareholder.

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The Articles Amendment Resolution is set out in full in the notice of the General Meeting in “Part IX (Notice of General Meeting)” of this Document. Accordingly, The Articles Amendment Resolution will be proposed as a special resolution at the General Meeting.

The Scheme

The Scheme process requires the approval of Shareholders and the sanction of the Court under Part 26 of the Companies Act. The Company will not apply for Court sanction of the Scheme unless the Conditions have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived).

Under the Scheme, the number of outstanding shares of Liberty Global will be reduced by cancelling the Scheme Shares pursuant to the Liberty Global Reduction of Capital at the Effective Date (which is expected to be [●], 2023).

Simultaneously with the Liberty Global Reduction of Capital taking effect, (a) New Liberty will issue to the Scheme Shareholders the following New Liberty Shares:

in consideration for the cancellation of the Scheme Shares and the issuance of the New Shares to New Liberty, and (b) Liberty Global will transfer for nil consideration New Liberty’s initial share held in the name of Liberty Global to New Liberty and New Liberty will immediately cancel such initial share.

Immediately upon the Liberty Global Reduction of Capital taking effect, Liberty Global will be re-registered as a private limited company pursuant to the Scheme to align its administration with its new status as an intermediate holding company within the Liberty Global Group.

Subject to the issuance of New Liberty Shares to the Scheme Shareholders and immediately upon the re-registration of Liberty Global as a private company taking effect (and consequently subject to the transfer and cancellation of New Liberty’s initial share), the share capital of the Company will be increased to its former amount by the creation of such number of New Shares as will have an aggregate nominal value equal to the aggregate nominal value of Scheme Shares cancelled pursuant to the Liberty Global Reduction of Capital and the Company will apply the credit arising in its books of account as a result of such reduction of capital in paying up, in full at par, the New Shares created. The New Shares will be issued to New Liberty which will, as a result, become the parent of the Company and the Liberty Global Group. The Company will become a wholly owned subsidiary of New Liberty.

In consequence of these steps, immediately upon the Scheme becoming effective, Liberty Global Shareholders will hold New Liberty Shares of each relevant class in the same proportions in which they held Liberty Shares of the equivalent class immediately prior to the Scheme becoming effective.

Shareholders who sell or otherwise transfer their Liberty Shares after the Scheme Voting Record Time but prior to the Scheme Record Time will not receive any New Liberty Shares.

The allotment and issuance of the New Liberty Shares will require approval of the New Liberty directors.

The full terms of the Scheme are set out in “Part III (The Scheme of Arrangement)” of this Document.

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Conditions to Implementation of the Proposal

The Scheme will not be implemented unless each of the following conditions is satisfied (or if not satisfied, to the extent permitted by applicable law, waived):

The issuance of the New Liberty Shares to Scheme Shareholders in connection with the Redomiciliation will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Liberty Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act or pursuant to an exemption therefrom. The New Liberty Shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Neither the SEC nor any U.S. state securities commission has approved or disapproved of the issuing of the New Liberty Shares, or determined if this Document is accurate or complete. Any representation to the contrary is a criminal offence.

Before the Court’s approval can be sought to sanction the Scheme, the Scheme will require:

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Due to applicable rules and regulations of the SEC, we are also asking our Shareholders to vote, on a non-binding, advisory basis, on the Advisory Resolutions at the Shareholders Meeting. Accordingly, a vote against either of the Advisory Resolutions will not count as a vote against the Scheme. If the Advisory Resolutions are not approved by the requisite majorities of each class, the specific bye-laws of New Liberty which are the subject of the Advisory Resolutions will nevertheless be included in the New Liberty Bye-laws if the Scheme is approved at the applicable Court Meetings and the Scheme Resolutions are approved at the General Meeting.

The Meetings will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 on [•], 2023. Notices of the Court Meetings, the General Meeting and the Shareholders Meeting are set forth in “Part VI (Notice of Class A Court Meeting)”, “Part VII (Notice of Class B Court Meeting)”, “Part VIII (Notice of Class C Court Meeting)”, “Part IX (Notice of General Meeting)” and “Part X (Notice of Shareholders Meeting)” of this Document, respectively.

The Company will announce the preliminary voting results at each of the Meetings. It will post the final results of voting at each Meeting on its website promptly after the Meetings. The Company will also report the final results in a current report on Form 8-K that it will file with the SEC. All reports Liberty Global files with the SEC are publicly available when filed; for more information, see “Part V (Additional Information) — Where You Can Find More Information” beginning on page 123 of this Document.

All holders of Scheme Shares as of the Scheme Voting Record Time will be entitled to vote at the applicable Court Meeting in respect of the number of Scheme Shares respectively registered in their names at the relevant time, as further described below.

Class A Court Meeting

The Class A Court Meeting will be convened at [●] a.m. New York City time ([●] p.m. London time) on [●], 2023 and will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 pursuant to an order of the Court, to enable the Class A Scheme Shareholders to consider and, if thought fit, approve the Scheme.

At the Class A Court Meeting, voting will be held by way of a poll and each Class A Ordinary Shareholder entitled to attend and who is present in person or by proxy will be entitled to one vote for every Class A Ordinary Share held.

The statutory majority required to approve the Scheme at the Class A Court Meeting is a majority in number of Class A Ordinary Shareholders (as at the Scheme Voting Record Time) representing 75 percent or more in value of the Class A Ordinary Shares held by them present and voting either in person or by proxy at the Class A Court Meeting.

The Board unanimously recommends that holders of Class A Ordinary Shares vote “FOR” the Scheme at the Class A Court Meeting.

Class B Court Meeting

The Class B Court Meeting will be convened at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the Class A Court Meeting has concluded or been adjourned) on [●], 2023 and will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 pursuant to an order of the Court, to enable the Class B Scheme Shareholders to consider and, if thought fit, approve the Scheme.

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At the Class B Court Meeting, voting will be held by way of a poll and each Class B Ordinary Shareholder entitled to attend and who is present in person or by proxy will be entitled to one vote for every Class B Ordinary Share held. While ordinarily the Class B Ordinary Shares entitle the holder to 10 votes per share, on a scheme of arrangement the statutory majority required for approval of the Scheme at the Court Meeting is calculated by reference to the nominal value per share of the Class B Ordinary Shares. When voting as a separate class, the Class B Ordinary Shares carry equal rights and therefore will be entitled to one vote each.

The statutory majority required to approve the Scheme at the Class B Court Meeting is a majority in number of Class B Ordinary Shareholders (as at the Scheme Voting Record Time) representing 75 percent or more in value of the Class B Ordinary Shares held by them present and voting in person or by proxy at the Class B Court Meeting.

The Board unanimously recommends that holders of Class B Ordinary Shares vote “FOR” the Scheme at the Class B Court Meeting.

Class C Court Meeting

The Class C Court Meeting will be convened at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the Class B Court Meeting has concluded or been adjourned) on [●], 2023 and will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 pursuant to an order of the Court, to enable the Class C Scheme Shareholders to consider and, if thought fit, approve the Scheme.

At the Class C Court Meeting, voting will be held by way of a poll and each Class C Ordinary Shareholder entitled to attend and who is present in person or by proxy will be entitled to one vote for every Class C Ordinary Share held.

The statutory majority required to approve the Scheme at the Class C Court Meeting is a majority in number of Class C Ordinary Shareholders (as at the Scheme Voting Record Time) representing 75 percent or more in value of the Class C Ordinary Shares held by them present and voting in person or by proxy at the Class C Court Meeting.

The Board unanimously recommends that holders of Class C Ordinary Shares vote “FOR” the Scheme at the Class C Court Meeting.

In addition, in compliance with applicable SEC rules, Scheme Shareholders of the applicable class are also being asked to consider and, if thought fit, approve the Court Meetings Adjournment Resolutions. The Court Meetings Adjournment Resolutions permit the adjournment of each Court Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme at the applicable Court Meeting. The approval required to approve the Court Meetings Adjournment Resolutions is a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares or Class C Ordinary Shares, respectively, either in person or by proxy, at the applicable Court Meeting.

The Board unanimously recommends that Liberty Global Shareholders vote “FOR” the Court Meetings Adjournment Resolutions at the applicable Court Meeting.

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General

In order for the Court to be satisfied that the votes cast constitute a fair representation of the views of Shareholders, it is important that as many votes as possible are cast at the Court Meetings. Shareholders are therefore urged to take the action relating the submission of your proxy vote(s) referred to “Part I (Explanatory Statement) — 16. Action to be Taken” beginning on page 71 of this Document.

As far as the Company is aware, having made all reasonable enquiries, no Shareholders are materially interested in the transactions contemplated under the Scheme and therefore, no Shareholders are required to abstain from voting at the Court Meetings under the relevant laws, rules and regulations.

If the Scheme is approved and becomes effective, it will be binding on all Shareholders as at the Scheme Record Time irrespective of whether they attended the Court Meetings, the way in which they voted or whether they voted at all.

General Meeting

The implementation of the Scheme will also require the passing of four Scheme Resolutions to be proposed at the General Meeting. The General Meeting will be convened at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the Class C Court Meeting has concluded or been adjourned) on [●], 2023 (the same day as the Court Meetings) and will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 to enable the Voting Shareholders to consider and, if thought fit, approve the following resolutions, which relate to certain procedural matters necessary to implement the Scheme.

The purpose of Scheme Resolution No. 1 (the full text of which is set forth below) is to approve the Scheme and give the Board the authority to carry out the procedural actions necessary to implement the Scheme.

“THAT the scheme of arrangement, substantially in the form of “Part III (The Scheme of Arrangement)” of the accompanying joint proxy statement and scheme circular document dated [●], 2023 (the “Document”), in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice of England and Wales (the “Court”) proposed to be made pursuant to Part 26 of the Companies Act 2006 (the “Companies Act”) between the Company and the holders of Scheme Shares (as defined therein) (the “Scheme”) be approved and the directors of the Company be, and they are hereby authorized, to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect;”

The purpose of Scheme Resolution No. 2 (the full text of which is set forth below) is to authorize the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares.

“THAT the share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares (the “Liberty Global Reduction of Capital”);”     

The purpose of Scheme Resolution No. 3 (the full text of which is set forth below) is to approve the issuance of the New Shares to New Liberty as part of the Scheme such that Liberty Global will become a wholly owned subsidiary of New Liberty.

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“THAT, subject to and upon the Liberty Global Reduction of Capital above taking effect and notwithstanding anything to the contrary in the articles of association of the Company (the “Articles”):

The purpose of Scheme Resolution No. 4 (the full text of which is set forth below) is to amend the Articles to ensure that any additional Liberty Shares issued pursuant to the Liberty Equity Incentive Plans, or otherwise, are, dependent on timing, subject to the Scheme or exchanged for New Liberty Shares.

“THAT for the purpose of giving effect to the Scheme, with effect from the passing of this Resolution 4, the Articles be hereby amended by the adoption and inclusion of the following new articles:

as article 255:

“Scheme of Arrangement

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For the reasons discussed in “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document, the Board unanimously recommends that Voting Shareholders vote “FOR” each of Scheme Resolutions No. 1 through No. 4.

To approve the adjournment of the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions.

At the General Meeting voting will be held by way of a poll. Each Class A Ordinary Share is entitled to one vote on each matter properly brought before the General Meeting and each Class B Ordinary Share is entitled to 10 votes on each matter properly brought before the General Meeting.

Each of the Scheme Resolutions to be considered at the General Meeting is a special resolution which requires approval by at least 75 percent of the votes cast by Voting Shareholders, voting as a single class, in person or by proxy. The General Meeting Adjournment Resolution is an ordinary resolution which requires approval by a majority of the votes cast by Voting Shareholders, voting as a single class, in person or by proxy.

Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Scheme Resolutions will be a vote against the Scheme.

The Board unanimously recommends that Voting Shareholders vote “FOR” each of the General Meeting Resolutions.

Shareholders Meeting

Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on the Advisory Resolutions at the Shareholders Meeting. The Shareholders Meeting will be convened at [●] a.m. New York City time ([●] p.m. London time) (or as soon thereafter as the General Meeting has concluded or been adjourned) on [●], 2023 (the same day as the Court Meetings and the General Meeting) and will be held at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202.

The Advisory Resolutions are non-binding and, therefore, approval of each Advisory Resolution is not a condition to the implementation of the Scheme. Accordingly, a vote against either of the Advisory Resolutions will not count as a vote against the Scheme. If the Advisory Resolutions are not approved by the requisite majorities of each class, the specific bye-laws of New Liberty which are the subject of the Advisory Resolutions will nevertheless be included in the New Liberty Bye-laws if the Scheme is approved at the applicable Court Meetings and the Scheme Resolutions are approved at the General Meeting.

The purpose of the first Advisory Resolution (the full text of which is set forth below) is to seek Shareholders’ views on the provision in the New Liberty Bye-laws governing the variation of class rights.

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As discussed in “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document and “Part V (Additional Information) — Comparison of the Rights of Holders of Liberty Shares and New Liberty Shares” beginning on page 104 of this Document, default provisions of English law, as reflected in our Articles, require that amendments of our Articles or our entry into transactions, in each case, involving a variation of the rights of our existing share classes, must be approved by the affirmative vote of 75 percent of the votes cast by each affected class. These separate class votes would be required for, among other things, the creation of preferred shares or tracking shares or, in certain circumstances, other classes of ordinary shares. Class voting rights may also apply in respect of business combinations to be effected by a scheme of arrangement, depending on the terms of the scheme.

These supermajority class vote requirements could enable shareholders holding a minority of our overall voting power and a minority of the shares of any class of our shares (including our non-voting Class C Ordinary Shares) to impede the Company’s ability to effect transactions that are supported by shareholders holding a substantial majority of our aggregate voting power and of each of our share classes. Moreover, these supermajority class vote requirements may be compounded each time a new share class is created, as each such new class also may have separate voting rights in subsequent similar situations.

Bermuda law permits the variation of the rights of a class of shares in the manner set forth in a company’s bye-laws. Proposed bye-law 13.1 of the New Liberty Bye-laws sets the approval threshold for the variation of class rights with respect to any of the New Liberty Class A Common Shares, New Liberty Class B Common Shares and New Liberty Class C Common Shares following the completion of the Redomiciliation at a simple majority of the votes cast by each affected class (for any other class of new shares subsequently created the relevant approval threshold required for varying the rights of that class will be set forth in the instrument creating such class). Subsequent amendments to bye-law 13.1 of the New Liberty Bye-laws will require the approval of a majority of the votes cast by the holders of New Liberty Class A Common Shares, New Liberty Class B Common Shares and New Liberty Class C Common Shares, each voting separately as a class. The Board believes this more flexible standard will enhance New Liberty’s ability to effect value-creating transactions supported by the New Liberty Board and the holders of a majority of the voting power of New Liberty Shares or, if applicable, of the majority of the shares in each relevant class. Moreover, the simple majority threshold for class votes is consistent with the approach included in the corporate laws of many U.S. states and will be more familiar to our predominantly U.S. shareholder base.

For U.S. incorporated companies, non-voting stock is entitled to vote as a class in very limited circumstances, while under English law non-voting shares have the right to vote on various matters. Under Bermuda law and the changes proposed by this Advisory Resolution, in the limited circumstances in which the holders of our non-voting shares will have the right to vote as a class, such vote will be on a majority, rather than a supermajority, basis.

For the reasons discussed in “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document and the additional reasons set forth above, the Board unanimously recommends that Shareholders vote “FOR” this Advisory Resolution.

“THAT, on a non-binding, advisory basis, the following provision to be included in the New Liberty Bye-laws is hereby approved:

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The purpose of this Advisory Resolution (the full text of which is set forth below) is to seek Shareholders’ views on the provisions in the New Liberty Bye-laws relating to mergers and certain other business combination transactions.

Business combinations involving the acquisition of English companies can be effected either by tender offers or by schemes of arrangement. English law does not provide for statutory mergers under which only one company survives, the form of business combination transaction most frequently utilized by U.S. companies.

As noted in “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document, approval of an English scheme of arrangement requires shareholder approval by a supermajority composed of a dual test, being a majority of those members voting, who must hold at least 75 percent of the shares voted, and potentially on a class basis, depending on the terms of the scheme. These supermajority voting requirements could enable shareholders holding a minority of our overall voting power or a minority of the shares of any class of our shares to block transactions that are supported by a substantial majority of our aggregate voting power or of the shares of each class. The additional level of uncertainty associated with these high vote thresholds may also serve as a deterrent to potential counterparties engaging with us on discussions regarding potential transactions.

Tender offers do not have the same supermajority voting requirements as schemes of arrangements. Unlike schemes of arrangement and mergers, however, tender offers may not result in the acquisition of all of a target company’s shares, resulting in a potential public minority following the completion of a tender offer, which introduces additional completion risk and might also serve as a deterrent to any potential transaction.

In addition to tender offers and schemes of arrangement, business combinations involving a Bermuda company can be effected through statutory mergers, the form of business combination transaction most familiar to a principally U.S. shareholder base.

The New Liberty Bye-laws provide that mergers and certain other business combination transactions (other than those with certain related parties) that are supported by more than 66 percent of the New Liberty Board can be approved by shareholders holding only a majority of the total voting power of the issued and outstanding New Liberty Shares entitled to vote at the general meeting and mergers, and certain other business combination transactions (other than those with certain related parties) that are not supported by at least 66 percent of the New Liberty Board can be approved by shareholders holding more than 66 percent of the total voting power of the issued and outstanding New Liberty Shares entitled to vote at the general meeting. Accordingly, in either case, Bermuda law would make it easier for the New Liberty Board to effect business combinations determined to be in the best interests of New Liberty and its shareholders and supported by holders of a substantial majority of the voting power of New Liberty Shares.

For mergers and certain other business combination transactions with certain related parties of New Liberty, the New Liberty Bye-laws contemplate the establishment of an independent committee of the New Liberty Board to assess, negotiate on behalf of New Liberty and approve such transaction before such transaction is presented to the full New Liberty Board and also that any such transaction be approved by a majority of the votes cast by the outstanding shares of each class of New Liberty Common Shares, including the non-voting New Liberty Class C Common Shares. Subsequent amendments to the provisions related to business combination transactions with

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related parties of New Liberty will require the approval of a majority of the votes cast by the holders of New Liberty Class A Common Shares, New Liberty Class B Common Shares and New Liberty Class C Common Shares, each voting separately as a class. These provisions of the New Liberty Bye-laws are intended to implement the procedural safeguards encouraged by Delaware law for these types of transactions, safeguards that our principally U.S. shareholder base is familiar with. They will provide our shareholders with additional assurances that these transactions will benefit New Liberty and all of its shareholders, but at the same time, provide the New Liberty Board with more flexibility than it currently has under applicable English law to pursue business combination transactions that are value-creating for all New Liberty Shareholders.

For the reasons discussed in “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation” beginning on page 44 of this Document and the additional reasons set forth above, the Board unanimously recommends that Shareholders vote “FOR” this Advisory Resolution.

“THAT, on a non-binding, advisory basis, the following provisions to be included in the New Liberty Bye-laws are hereby approved:

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“Controlled Acquiror” shall mean a Person, other than the Company or one of its subsidiaries, in which (x) a Director, (y) an Executive Officer or (z) a Significant Shareholder, in each case, owns, individually or together with one or more other Directors, Executive Officers or Significant Shareholders, more than 25% of the total voting power of the issued and outstanding shares of such Person entitled to vote at a general meeting and who is not, as of such date, as reasonably determined by the Company, eligible to make filings on Schedule 13G under the Exchange Act with respect to the beneficial ownership (as such term is defined under the Exchange Act) of shares of the Company held by the Controlled Acquiror;

“Covered Transaction” shall mean (x) a merger, amalgamation or consolidation, in each case, proposed by a Controlled Acquiror pursuant to Section 104, 104A, 104B or 104H of the Act, as a result of which the shareholders of the Company immediately prior to the consummation of such Covered Transaction cease to own, immediately following the consummation of such Covered Transaction a majority of the total voting power of (1) the surviving or amalgamated company or the Company, as the case may be, or (2) if the surviving or amalgamated company or the Company, as the case may be, is a wholly owned subsidiary of another corporation immediately following such merger or amalgamation, the ultimate parent corporation of such surviving or amalgamated corporation or the Company, as the case may be, in such Covered Transaction; provided that any voting power held, directly or indirectly, by any Significant Shareholder and any Director or Executive Officer, in each case, whose ownership of voting power of a Person results in such Person becoming the Controlled Acquiror shall be taken into account in determining whether the shareholders of the Company hold a majority of the total voting power of the applicable Person immediately following the consummation of the Covered Transaction or (y) the sale, lease, transfer, conveyance or other disposition (other than by way of a merger, consolidation or amalgamation) in one or a series of related transactions, of substantially all of the assets of the Company to a Controlled Acquiror;

“Executive Officer” shall mean an executive officer of the Company;

“Independent Committee” shall mean a committee of the Board of at least three Directors, comprised solely of members of the Board who are independent from both the Company and the proposed Covered Transaction;

“Significant Shareholder” shall mean, as of the date of the execution of a definitive agreement with respect to a Covered Transaction, a shareholder of the Company who, directly or indirectly, through one or more intermediaries, owns more than 25% of the total voting power of the issued and outstanding shares entitled to vote at a general meeting of the Company and who is not, as of such date, as reasonably determined by

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the Company, eligible to make filings on Schedule 13G under the Exchange Act with respect to the beneficial ownership (as such term is defined under the Exchange Act) of shares of the Company held by such shareholder;””

To approve the adjournment of the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions.

At the Shareholders Meeting, voting on the Advisory Resolutions will be held by way of a poll of each class of Liberty Shares voting separately and voting on the Shareholders Meeting Adjournment Resolution will be held by way of a poll with all Liberty Shares voting together as a single class. Each class of Liberty Shares is entitled to one vote on each matter properly brought before the Shareholders Meeting.

Each of the Advisory Resolutions to be considered at the Shareholders Meeting will be considered approved by the affirmative vote of a majority of the votes cast by the holders of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, each voting as a separate class, in person or by proxy. The Shareholders Meeting Adjournment Resolution will be considered approved by a majority of the votes cast by the holders of Liberty Shares, voting as a single class, in person or by proxy.

The Shareholders Meeting is an advisory meeting called by the Board to meet the Company’s obligations under applicable rules and regulations of the SEC, it is not a general meeting of Liberty Global Shareholders, and as such, is not required to be held in accordance with the provisions of the Companies Act, the Articles or English law governing general meetings.

The Board unanimously recommends that Shareholders vote “FOR” each of the Shareholders Meeting Resolutions.

Court Approval

Under the Companies Act, the Scheme will be subject to the subsequent sanction of the Court. The Court Hearing (at which it is proposed that the Court sanctions the Scheme and confirms the Liberty Global Reduction of Capital) is expected to be held on [●], 2023. All Scheme Shareholders have the right to attend the Court Hearing themselves, or be represented by counsel, and shareholders or creditors who wish to object to the Liberty Global Reduction of Capital will be informed by advertisement in a newspaper, as the directed by the Court, with national distribution in the United Kingdom of their right to appear in person, or be legally represented, at the Court Hearing. The Court Hearing may be conducted remotely via the internet. If you are interested in attending the Court Hearing whether in person or remotely via the internet, you are directed to the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk for details of how to do so. The time of the Court Hearing and information on how to attend will be updated on the Court’s website after 11:30 a.m. New York City time (4:30 p.m. London time) on the business day before the Court Hearing.

New Liberty has confirmed that it has consented to being represented by the Company’s counsel at the Court Hearing so as to consent to the Scheme and to undertake to the Court to be bound thereby.

Effective Date

If the Scheme is sanctioned by the Court and the other conditions to the Scheme (as outlined above) have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived), the Scheme is expected to become effective on [●], 2023.

The Scheme will not become effective in accordance with its terms until a copy of the order by the Court has been delivered to the Registrar of Companies for registration, together with a certified copy of the Scheme and a statement of capital confirming the Liberty Global Reduction of Capital.

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If the Scheme becomes effective, it will be binding on all Shareholders, irrespective of whether or not, being entitled to do so, they voted in favor of the Scheme at the Court Meetings or in favor of the General Meeting Resolutions at the General Meeting or in favor of the Advisory Resolutions at the Shareholders Meeting.

The Scheme contains a provision for the Company and New Liberty jointly to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme, or to any condition that the Court approves or imposes. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless the Scheme Shareholders were informed of any such modification, addition or condition. It will be a matter for the Court to decide, in its discretion, whether or not the consent of Scheme Shareholders should be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Board, is of such a nature or importance as to require the consent of the Scheme Shareholders at a further meeting, the Board will not take the necessary steps to enable the Scheme to become effective unless and until such consent is obtained.

The day-to-day operations of the Company or the Liberty Global Group are not affected by the implementation of the Proposal.

Under the Scheme, Scheme Shareholders will have their Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares replaced by the same proportionate holding of New Liberty Class A Common Shares, New Liberty Class B Common Shares and New Liberty Class C Common Shares. Scheme Shareholders’ proportionate entitlement to participate in New Liberty will not be affected by reason of the implementation of the Scheme. Scheme Shareholders will not receive any amount in cash pursuant to the terms of the Scheme (other than in certain limited circumstances referred to in Clause 3(b) of the Scheme).

As the sole shareholder of Liberty Global, New Liberty will own all of the business of Liberty Global.

The Scheme will affect participants of the Liberty Equity Incentive Plans. Other than with respect to the Virgin Media Sharesave Plan, New Liberty will adopt and assume each of the Liberty Equity Incentive Plans or make other arrangements for any outstanding awards under the Liberty Equity Incentive Plans to be exercisable for or settled in New Liberty Shares. To the extent required, the Liberty Equity Incentive Plans will be amended, effective at the Scheme Record Time, to provide that all outstanding awards relating to Liberty Shares will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equivalent number of New Liberty Shares. All such awards will otherwise generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the Scheme Record Time.

Outstanding options granted under the Virgin Media Sharesave Plan will become exercisable conditional on Court sanction of the Scheme. Holders of options under the Virgin Media Sharesave Plan will therefore have an opportunity to acquire Class C Ordinary Shares by exercising these options for a period of six months following Court sanction of the Scheme. Any Class C Ordinary Shares acquired pursuant to the exercise of such options will be acquired by New Liberty pursuant to the terms of the Articles Amendment Resolution. Notwithstanding the right to exercise, holders of options under the Virgin Media Sharesave Plan will be given the opportunity to exchange their options for equivalent options relating to New Liberty Shares or will be given the right to receive other equitable renumeration in lieu thereof as determined by Liberty Global.

The Company will inform participants in the Liberty Equity Incentive Plans in due course of the effect on their participation in more detail. No further awards will be granted under the Liberty Equity Incentive Plans in respect of Liberty Shares after the Scheme Record Time.

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Your attention is drawn to the general guidance on the tax position of Shareholders set out in “Part IV (Taxation)” beginning on page 84 of this Document.

Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in “Part IV (Taxation)” beginning on page 84 of this Document may not apply to all holders of Liberty Shares and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Liberty Shares in light of your particular situation.

All of the directors of Liberty Global will be appointed as the directors of New Liberty as of the Effective Date. The directors of Liberty Global will resign as directors of Liberty Global following the Effective Date and new directors will be appointed to the board of Liberty Global, once re-registered as a private limited company.

The new directors of Liberty Global will be one or more of the executive officers of New Liberty, consistent with the approach taken for other wholly owned English subsidiaries within the Liberty Global Group.

The effect of the Scheme on the interests of the directors (details of which are set out in “Part I (Explanatory Statement) — 9. Directors’ Interests” of this Document) does not differ from its effect on the equivalent interests of other Shareholders.

After the Effective Date, the members of the Board will receive their remuneration from New Liberty and the total compensation to be paid to each of those members of the Board will not be materially varied as a result of the Scheme. In addition, the responsibilities of individual members of the Board will remain unchanged in all material respects following implementation of the Scheme.

The interests of the directors in Liberty Shares are set out below. The interests are calculated as at March 1, 2023. In the event that the Scheme becomes effective, the directors will have corresponding interests in New Liberty Shares by virtue of the effect of the Scheme on their existing holdings of Liberty Shares, as set out below.

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The effect of the Scheme on the interests of the members of the Board in their capacity as holders of Liberty Shares will not differ from the effect of the Scheme on the interests of other holders of Liberty Shares.

New Liberty has been established for the specific purpose of carrying on the existing business of the Company upon the Scheme becoming effective and implemented in accordance with its terms. Under the Scheme it is proposed that, on the Effective Date, subject to Liberty Global transferring New Liberty’s initial share held in the name of the Company to New Liberty for nil consideration and New Liberty cancelling such initial share, New Liberty will become the new parent holding company of the Company and the Liberty Global Group.

It is intended that New Liberty will have the same strategy and mirror the capital structure of the Company to the extent permissible by Bermuda law. In that regard, Shareholders should note the following in relation to New Liberty.

The New Liberty Bye-laws, in substantially the form attached to this Document as Annex A, will govern New Liberty after the Effective Date.

Application will be made for the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares to be listed on Nasdaq under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively, the same symbols under which the Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, respectively, are currently listed. It is expected that when the New Liberty Shares will be issued, their listing will become effective and that trading will commence on [●], 2023.

If all the conditions to the Scheme are satisfied (or, to the extent permitted by applicable law, waived), Liberty Global intends to seek the delisting of the Liberty Shares from Nasdaq with effect from the close of

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trading on Nasdaq on the trading day immediately preceding the Effective Date. The last day of trading in Liberty Shares is expected to be [●], 2023, except in the case of shares held through the Corporate Sponsored Nominee Service and/or transferring such shares by means of DTC, for which the last trading day is expected to be the Wednesday one week prior to the Effective Date. The last time for registration of transfers of Liberty Shares is expected to be [●] p.m. New York City time ([●] p.m. London time) on [●], 2023. Trading in New Liberty Shares to be issued pursuant to the Scheme is expected to commence on [●], 2023.

These dates may be deferred if it is necessary to adjourn any of the Meetings required to approve the Scheme as described in this Document or there is any delay in obtaining the Court’s sanction of the Scheme or the Liberty Global Reduction of Capital. In the event of a delay, the application for cancellation of the Liberty Shares will be deferred so that the admission of the Liberty Shares will not be cancelled until immediately prior to the Effective Date.

In the Scheme, New Liberty will issue the New Liberty Shares to all holders of Liberty Shares as of the Scheme Record Time and all holders of Liberty Shares will be issued New Liberty Shares on a one-for-one basis to the holdings of Scheme Shares of the Scheme Shareholders. Accordingly, Shareholders will cease to own Liberty Shares and instead will own the equivalent class of New Liberty Shares.

If you are a registered holder (i.e., a shareholder of record) of Scheme Shares held in certificated form, you are not required to immediately return your existing Liberty Global share certificates, but you will not automatically be issued new certificates representing your New Liberty Shares. You will, however, be required to return your Liberty Global share certificates to the Transfer Agent at or before the time you decide to transfer your New Liberty Shares to another party, including when depositing your New Liberty Shares into DTC or should you prefer to be in receipt of New Liberty share certificates.

If you are a holder of Liberty Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of DTC, you will not be required to take any further action. Your ownership of New Liberty Shares will be recorded in book-entry form by your broker and, unless otherwise advised by your broker, without the need for any additional action on your part.

Mandates

All instructions in force at the Effective Date relating to notices and other communications will, unless and until varied or revoked, be deemed from the Effective Date to be valid and effective mandates or instructions to New Liberty in relation to the corresponding holding of New Liberty Shares.

General

All documents and checks sent by or to Scheme Shareholders, or as such persons shall direct, will be sent at their own risk and will be sent by post either to the holder’s address as set out on the Company’s shareholder register at the Scheme Record Time or to such other address of the holder as is notified as a change of address in writing by a Shareholder to the Company prior to the Effective Date and, in the case of joint holders, to the joint holder whose name stands first in such register in respect of the joint holdings concerned.

The Company and New Liberty have confirmed that, except as provided for in the Scheme, settlement of the New Liberty Shares will be implemented in full without regard to any lien, right of set-off, counter claim or other analogous right to which the Company or New Liberty may be, or claim to be, entitled against such Shareholder.

A summary of key legal and regulatory consequences resulting from New Liberty being incorporated in Bermuda as compared to the Company which is incorporated in England and Wales, is set out in “Part V (Additional Information)” beginning on page 94 of this Document.

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A summary of certain aspects of the U.K., U.S. and Bermuda taxation consequences of the Scheme and the holding and disposing of New Liberty Shares is set out in “Part IV (Taxation)” beginning on page 83 of this Document. Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in “Part IV (Taxation)” beginning on page 83 of this Document may not apply to all holders of Liberty Shares and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Liberty Shares in light of your particular situation.

The total costs and expenses payable in connection with the Scheme are not material to the Company and will be paid by Liberty Global. No expenses will be charged directly to the Shareholders.

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom, the United States or Bermuda may be restricted by law. Any person who is subject to the law of any jurisdiction other than the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom, the United States or Bermuda to vote their Liberty Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable restrictions 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 Scheme disclaim any responsibility or liability for the violation of such restrictions by any person. This Document has been prepared for the purposes of complying with English law, the proxy solicitation rules under the U.S. Exchange Act and the listing standards of Nasdaq, and the information disclosed herein 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 other jurisdictions.

Unless otherwise determined by Liberty Global and permitted by applicable laws and regulations, this Document will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction, and no person may vote in favor of the Scheme, the matters presented at the General Meeting or the matters presented at the Shareholders Meeting by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this Document (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

In any case where an Overseas Shareholder is resident, located or has a registered address in a Restricted Jurisdiction or where New Liberty is advised, or otherwise reasonably believes, that the issue of New Liberty Shares to an Overseas Shareholder would or might violate the laws of any jurisdiction outside the United Kingdom, the United States or Bermuda, or would or might require Liberty Global or New Liberty to obtain or observe any governmental or other consent or any registration, filing or other formality (including ongoing requirements) with which Liberty Global or New Liberty is unable to comply, or which Liberty Global or New Liberty regards as unduly onerous, (a) the Company may, subject to the amendment of the Articles pursuant to the Articles Amendment Resolution, (unless such member satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, the Scheme Shares held by such holder to a nominee to hold such Scheme Shares in trust for that holder, on terms that the nominee shall sell the New Liberty Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date or (b) allot and issue the New Liberty Shares due to the relevant Scheme

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Shareholder pursuant to the Scheme to a nominee appointed by New Liberty as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder, provided in each case that any such sale shall be at the best price which can reasonably be obtained at the time of such sale and that the proceeds of such sale (net of the expenses of sale including commissions and value added tax) shall be paid to such member by delivering a check to such member in accordance with the provisions of Clause 4 of the Scheme.

THIS DOCUMENT DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER TO SELL OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY NEW LIBERTY SHARES BY ANY PERSON IN ANY RESTRICTED JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY ANY SUCH PERSON THAT WOULD PERMIT A PUBLIC OFFERING OF NEW LIBERTY SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, NOR HAS ANY SUCH ACTION BEEN TAKEN WITH RESPECT TO THE POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OTHER THAN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NONE OF LIBERTY GLOBAL, NEW LIBERTY OR THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS, AGENTS OR ADVISORS ACCEPTS ANY RESPONSIBILITY FOR ANY VIOLATION OF ANY OF THESE RESTRICTIONS BY ANY OTHER PERSON.

The availability of New Liberty Shares under the Scheme to Shareholders who are not resident in the United Kingdom, the United States or Bermuda may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements.

Shareholders in the United States

The cancellation of the Scheme Shares and the allotment and issue of the New Liberty Shares relate to shares of a company incorporated in England and Wales and a Bermuda company, respectively, and are proposed to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

The issuance of the New Liberty Shares to Scheme Shareholders in connection with the Redomiciliation will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. Section 3(a)(10) of the U.S. Securities Act provides an exemption for securities issued in exchange for one or more outstanding securities from the general requirement of registration where, among other things, the terms and conditions of such issuance and exchange have been approved by a court of competent jurisdiction after a hearing upon the fairness of the terms and conditions thereof at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. Liberty Global will advise the Court that its sanctioning of the Scheme at the Court Hearing will be relied upon by Liberty Global as a court approval for the purpose of qualifying for the exemption from the registration requirements of the U.S. Securities Act described above. In determining whether it is appropriate to sanction the Scheme, the Court will consider at the Court Hearing whether the terms and conditions of the Scheme are fair to Liberty Global Shareholders. The Court will fix the date and time for the Court Hearing, which is expected to be held on [●], 2023. The New Liberty Shares issued to Liberty Global Shareholders in connection with the Redomiciliation will be freely transferable, except for certain restrictions, as follows.

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Persons who may be deemed to be affiliates of Liberty Global and/or New Liberty for these purposes generally include individuals or entities that control, are controlled by or are under common control with, Liberty Global and/or New Liberty and generally would not be expected to include Shareholders who are not executive officers, directors or significant Shareholders of Liberty Global and/or New Liberty.

We have not filed a registration statement with the SEC covering any resales of the New Liberty Shares to be received by Liberty Global Shareholders pursuant to the Redomiciliation. New Liberty intends to file certain post-effective amendments to Liberty Global’s existing effective registration statements concurrently with the completion of the Redomiciliation.

Upon the consummation of the Redomiciliation, the New Liberty Shares will be deemed to be registered under Section 12(b) of the U.S. Exchange Act, by virtue of Rule 12g-3 thereunder, without the filing of any U.S. Exchange Act registration statement.

ALL LIBERTY GLOBAL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETINGS AT WHICH THEY ARE ENTITLED TO VOTE. IT IS IMPORTANT THAT, FOR THE COURT MEETINGS IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST BY SHAREHOLDERS SO THAT THE COURT CAN BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF YOUR VIEWS. YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER AND CLASS OF LIBERTY SHARES YOU OWN. TO MAKE SURE YOUR LIBERTY SHARES ARE REPRESENTED AT THE MEETINGS, PLEASE SUBMIT YOUR PROXY OR YOUR INSTRUCTIONS TO YOUR BANK, BROKER OR OTHER NOMINEE AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETINGS. YOU MAY SUBMIT YOUR PROXY EITHER OVER THE INTERNET OR BY SIGNING, DATING AND RETURNING THE APPLICABLE ENCLOSED PROXY CARD(S) IN THE ENVELOPE PROVIDED. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CONTACT INNISFREE, OUR PROXY SOLICITOR, BY CALLING +1(877) 825-8906 (WITHIN THE U.S. AND CANADA) OR +1(412) 232-3651. BANKS AND BROKERS MAY CALL +1(212) 750-5833.

The outstanding debt securities and existing bank credit facilities of the Liberty Global Group will remain in place following the Effective Date. Liberty Global is not a borrower or guarantor under any of these debt securities or credit facilities and following the Redomiciliation, New Liberty will not be a guarantor or an additional borrower under these facilities.

Historical cost basis accounting, rather than acquisition method accounting, will be applied to the Scheme under U.S. generally accepted accounting principles. Given that, for accounting purposes, there will be no change in control and the Shareholders will be in the same economic position immediately before and after the Redomiciliation, and because the Redomiciliation will be accounted for as an internal reorganization of entities under common control, there will be no revaluation of Liberty Global’s assets and liabilities.

Your attention is drawn to the letter from your Chief Executive Officer, President and Vice Chairman of the Board set out in this Document, the full text of the Scheme (which is set out in “Part III (The Scheme of Arrangement)” of this Document) and the additional information set out in “Part V (Additional Information)” beginning on page 94 of this Document.

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PART II

CONDITIONS TO AND FURTHER TERMS OF THE SCHEME

The implementation of the Scheme is conditional upon:

The Board will not take the necessary steps to enable the Scheme to become effective unless, at the relevant time, all of the conditions to the Scheme have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived by the Board) and, at the relevant time, the Board believes that the Scheme continues to be in the best interests of Liberty Global and the Shareholders that the Scheme be implemented.

The Court Hearing (at which it is proposed that the Court will approve the Scheme and confirm the Liberty Global Reduction of Capital) is expected to be held on [●], 2023. All Scheme Shareholders have the right to attend the Court Hearing themselves, or be represented by counsel, and shareholders or creditors who wish to object to the Liberty Global Reduction of Capital will be informed by advertisement in a newspaper with national distribution in the United Kingdom of their right to appear in person, or be legally represented, at the Court Hearing. The Court Hearing may be conducted remotely via the internet. If you are interested in attending the Court Hearing whether in person or remotely via the internet, you are directed to the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk for details of how to do so. The time of the Court Hearing and information on how to attend will be updated on the Court’s website after 11:30 a.m. New York City time (4:30 p.m. London time) on the business day before the Court Hearing.

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If the Scheme is approved by the Court and the Conditions are satisfied, the Scheme is expected to become effective on [●], 2023 and trading in New Liberty Shares to be issued pursuant to the Scheme is expected to commence on the same day.

The Scheme contains a provision for Liberty Global and New Liberty jointly to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme, or to any condition that the Court may think fit to approve or impose. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless the Scheme Shareholders were informed of any such modification, addition or condition. It will be a matter for the Court to decide, in its discretion, whether or not the consent of Scheme Shareholders should be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the directors, is of such a nature or importance as to require the consent of the Scheme Shareholders at a further meeting, the directors will not take the necessary steps to enable the Scheme to become effective unless and until such consent is obtained.

The Board does not intend to modify (or if not satisfied, to the extent permitted by applicable law, waive) any of these or any other conditions unless it determines that the Scheme is in the best interests of Liberty Global and the Scheme Shareholders despite the condition(s) not being satisfied in whole or in part. Notwithstanding the foregoing, the Board reserves the right to delay or abandon the Scheme and the Redomiciliation at any time, including after Shareholder approval has been obtained at the Meetings. See “Risk Factors — Risks Associated with the Redomiciliation — The Board may choose to delay or abandon the Scheme and the Redomiciliation at any time prior to the Effective Date” on page 39 of this Document.

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PART III

THE SCHEME OF ARRANGEMENT

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (ChD)

IN THE MATTER OF LIBERTY GLOBAL PLC

and

IN THE MATER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

between

LIBERTY GLOBAL PLC

and

THE HOLDERS OF SCHEME SHARES

(as hereinafter defined)

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THE SCHEME

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Simultaneously with the cancellation and extinguishment of the Scheme Shares pursuant to Clause 1(a) taking effect, and in consideration for the cancellation and extinguishment of the Scheme Shares and the allotment and issue of the New Shares, New Liberty shall, subject to the remaining provisions of this Clause 2 and to the provisions of Clauses 3, 4, 5 and 6, allot and issue (credited as fully paid) New Liberty Shares to the Scheme Shareholders on the basis of one New Liberty Class A Common Share for each Class A Ordinary Share held at the Scheme Record Time, one New Liberty Class B Common Share for each Class B Ordinary Share held at the Scheme Record Time and one New Liberty Class C Common Share for each Class C Ordinary Share held at the Scheme Record Time.

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With effect from and including the Effective Date, all certificates representing holdings of Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein, and every holder of Scheme Shares shall be bound on the request of the Company to deliver up to the Company the certificate(s) in respect of its, his or her entire holding of Scheme Shares.

As regards the Scheme Shares, appropriate entries will be made in the Company’s register of members with effect from the Effective Date to reflect their cancellation.

Shares and each instruction then in force as to notices and other communications from the Company shall, unless and until varied or revoked, be deemed as from the Effective Date to be a valid and effective mandate or instruction to New Liberty in relation to the corresponding New Liberty Shares to be allotted and issued pursuant to this Scheme.

This Scheme shall be governed by, and construed in accordance with, the laws of England and Wales and the Scheme Shareholders hereby agree that the Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which arises out of or is connected with the terms of this Scheme.

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The Company and New Liberty may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or to any condition which the Court may think fit to approve or impose.

Dated: [●], 2023

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PART IV

TAXATION

The following section is a summary guide only to certain U.K., Bermuda and U.S. federal income tax consequences of: (a) the Scheme, and (b) post-Scheme ownership and disposition of New Liberty Shares. This is not a complete analysis of the potential tax effects of the Scheme or the Scheme Resolutions nor will it relate to the specific tax position of all New Liberty Shareholders in all jurisdictions. This summary does not purport to be a legal opinion. You are advised to consult your own tax advisors as to the effects of the Redomiciliation in relevant jurisdictions.

This summary assumes the Redomiciliation (including, but not limited to, the New Liberty Reduction of Capital) will be effected in full, and that New Liberty will be treated as tax resident solely in Bermuda.

Material U.K. Tax Consequences

The following is a general description of certain U.K. tax consequences relating to the cancellation of the Scheme Shares (as defined in the Scheme) and the issue of the New Liberty Shares to Scheme Shareholders (as defined in the Scheme) pursuant to the Redomiciliation (the “Share Restructuring”) and the ownership of New Liberty Shares and is based on current U.K. tax law and Her Majesty’s Revenue & Customs (“HMRC”) published practice (which may not be binding on HMRC), both of which may be subject to change, possibly with retrospective effect. It is for general information only for holders of Scheme Shares who receive New Liberty Shares pursuant to the Redomiciliation. It does not constitute legal or tax advice and does not purport to be a complete analysis of all U.K. tax considerations relating to the Redomiciliation or the New Liberty Shares.

It relates only to persons who are absolute beneficial owners of Scheme Shares and after the Share Restructuring will be absolute beneficial owners of New Liberty Shares and who hold such shares as a capital investment.

It applies only to holders of Scheme Shares and New Liberty Shares who are resident for tax purposes in the United Kingdom at all relevant times (except insofar as express reference is made to the treatment of non-U.K. residents) and, in the case of individuals, who are domiciled in the United Kingdom and to whom “split year” treatment does not apply.

These paragraphs may not relate to certain classes of holders, such as those carrying on certain financial activities, those subject to specific tax regimes or those who are benefiting from certain reliefs or exemptions, persons who are connected with Liberty Global or New Liberty, insurance companies, charities, collective investment schemes, pension schemes, brokers or dealers in securities or persons who hold Scheme Shares or New Liberty Shares otherwise than as an investment, persons who have (or are deemed to have) acquired their Scheme Shares or New Liberty Shares by virtue of an office or employment or who are or have been officers or employees of Liberty Global or New Liberty or any of their affiliates and individuals who are subject to U.K. taxation on the remittance basis or those who (either alone or together with one or more associated persons) control, directly or indirectly, at least 10 percent of the voting rights of any class of share capital in Liberty Global or New Liberty, who may be subject to special rules and this summary does not apply to such holders. These paragraphs do not describe all of the circumstances in which holders may benefit from an exemption or relief from U.K. taxation.

Holders of Scheme Shares are urged to consult their own tax advisors as to the U.K. tax treatment of the Share Restructuring and the ownership of New Liberty Shares in light of their particular situation. In particular, non-U.K. resident or domiciled persons are advised to consider the potential impact of any relevant double tax agreements.

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If you are resident or otherwise subject to tax in any jurisdiction other than the United Kingdom or if you are in any doubt as to your tax position, you should consult an appropriate professional advisor. U.S. Holders should refer to “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences” beginning on page 87 of this Document.

The Redomiciliation

Liberty Global and New Liberty expect to receive a written opinion of Shearman & Sterling (London) LLP, dated on or about the Effective Date and subject to certain qualifications and limitations set forth therein, to the effect that, (a) the Share Restructuring should qualify as a “scheme of reconstruction” for the purposes of Section 136 of the U.K. Taxation of Chargeable Gains Act 1992 (the “TCGA”), and (b) for the purposes of U.K. taxation of chargeable gains the Redomiciliation should not be treated as involving the disposal by holders of their Scheme Shares nor their acquisition of the relevant New Liberty Shares, such that the relevant Scheme Shares and New Liberty Shares are treated for those purposes as the same assets acquired as the Scheme Shares were acquired.

The opinion of Shearman & Sterling (London) LLP will rely upon the accuracy of certain statements and representations of Liberty Global and New Liberty and their compliance with certain undertakings and is subject to the limitations referred to in such opinion. If any of those statements or representations is incorrect or untrue or any of those undertakings is not complied with, or if the facts upon which the opinion is based are different from the facts that prevail at the time of the Share Restructuring, the conclusions reached in such opinion and discussed below could be adversely affected. You should be aware that opinions of counsel are not binding on HMRC or a court. Neither Liberty Global nor New Liberty has requested or will request a ruling from HMRC as to the U.K. tax consequences of the Redomiciliation. Thus, there can be no assurance that HMRC will not take a contrary position to the conclusions expressed in the opinion of Shearman & Sterling (London) LLP or those set forth below or that a court in the event of litigation will not agree with a position of HMRC that is contrary to such opinion or one or more of the conclusions expressed below.

Taxation of Chargeable Gains

Individual Holders

The Share Restructuring should be a “scheme of reconstruction” which is generally treated as a reorganization for the purposes of U.K. capital gains tax such that “rollover” treatment is available to an individual holder of Scheme Shares who is within the scope of U.K. capital gains tax to the extent described in this “Part IV (Taxation) — Material U.K. Tax Consequences.” On this basis and subject to the comment below in relation to Section 137 of the TCGA, that holder would not be treated for the purposes of U.K. capital gains tax as having made a disposal of his or her Scheme Shares. Instead, the New Liberty Shares of each relevant class received by that holder would be treated for these purposes as the same asset, acquired at the same time and for the same consideration, as such Scheme Shares of the equivalent class.

Under Section 137 of the TCGA, any holder who holds (either alone or together with other connected persons) more than five percent of, or of any class of, the Scheme Shares will not in any event receive the “rollover” treatment described above if the Redomiciliation has not been effected for bona fide commercial reasons or if it forms part of a scheme or arrangements of which the main purpose, or one of the main purposes, is avoidance of liability to U.K. capital gains tax or U.K. corporation tax. In this case, such a holder will be treated as receiving New Liberty Shares in consideration for the cancellation of its Scheme Shares and as having made a disposal of its Scheme Shares, which may, depending on the particular circumstances of that holder (including the acquisition cost of the Scheme Shares and any available exemptions or reliefs), give rise to a chargeable gain or allowable loss for the purposes of U.K. capital gains tax. No application for clearance has been made to HMRC under Section 138 of the TCGA with respect to this condition.

Scheme Shareholders who are within the scope of U.K. capital gains tax, rather than U.K. corporation tax (as to which, see below), should note that the current rates of U.K. capital gains tax are 10 percent (for basic rate

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taxpayers) and 20 percent (for higher and additional rate taxpayers). Certain reliefs may, depending on an individual holder’s particular circumstances, be available to reduce or eliminate any U.K. capital gains tax liability, such as the annual exemption and certain tax losses.

Corporate Holders

A corporate holder of Scheme Shares that is within the scope of U.K. corporation tax will be treated in relation to the Scheme Shares and the Share Restructuring in generally the same way and under the same circumstances (including as to “rollover” treatment) as indicated above in relation to U.K. capital gains tax.

The main rate of U.K. corporation tax is 25 percent.

Scope of U.K. Taxation of Chargeable Gains

Holders who are resident in the United Kingdom for tax purposes are within the scope of U.K. capital gains tax (for individual holders) or U.K. corporation tax (for corporate holders). Subject to the paragraph below, non-U.K. resident holders should not be within the scope of U.K. capital gains tax or U.K. corporation tax in relation to their Scheme Shares unless, in the case of an individual holder, he or she carries on a trade, profession or vocation in the United Kingdom through a branch or agency, or, in the case of a corporate holder, it carries on a trade in the United Kingdom through a permanent establishment, to which such Scheme Shares are attributable.

If an individual holder of shares has ceased to be resident within the United Kingdom and he or she makes a disposal of his or her shares during the period of non-residence, such holder may be within the scope of U.K. capital gains tax in respect of such disposal on his or her return to the United Kingdom under certain anti-avoidance rules.

Taxation on Income

The Share Restructuring should not be treated as giving rise to a distribution that would be chargeable to U.K. income tax or U.K. corporation tax on income.

U.K. Stamp Duty and U.K. Stamp Duty Reserve Tax

No U.K. stamp duty or U.K. stamp duty reserve tax will be payable by Scheme Shareholders on the Share Restructuring, including on the issue of New Liberty Shares.

New Liberty Shares

Taxation of Dividends

Withholding Tax

Dividends paid by New Liberty will not be subject to any withholding or deduction for or on account of U.K. tax, irrespective of the residence or particular circumstances of the holder.

Individual Holders

An individual holder of New Liberty Shares who is resident for tax purposes in the United Kingdom, or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the New Liberty Shares are attributable, and receives dividend income in respect of those shares, beyond an annual tax-free dividend allowance, is subject to U.K. income tax at the rate of 8.75 percent for basic rate taxpayers, 33.75 percent for higher rate taxpayers and 39.35 percent for additional rate taxpayers. Whether an individual

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holder who is liable for U.K. income tax in respect of dividend income is liable for that tax at the basic, higher or additional rate or not will depend on the particular circumstances of that holder. The annual tax-free dividend allowance is £1,000 (and will reduce to £500 with effect from April 6, 2024).

Corporate Holders

A holder within the scope of U.K. corporation tax which is a “small company” for the purposes of Chapter 2 of Part 9A of the CTA will be liable to U.K. corporation tax on distributions received in respect of New Liberty Shares, on the basis that New Liberty will be resident in Bermuda which is not a “qualifying territory” for these purposes.

A holder within the scope of U.K. corporation tax which is not a “small company” for the purposes of Chapter 2 of Part 9A of the CTA will be liable to pay U.K. corporation tax on any dividend it receives in respect of New Liberty Shares unless the dividend falls within one of the exempt classes set out in Chapter 3 of Part 9A of the CTA and certain other conditions are met. Although it is likely that most dividends in respect of New Liberty Shares would fall within one or more of these exempt classes, the exemptions are not fully comprehensive and are also subject to anti-avoidance rules.

If holders are in any doubt as to their tax position, they should consult an appropriate professional advisor.

Taxation of Chargeable Gains

In general, a disposal of New Liberty Shares by a holder who is either resident for tax purposes in the United Kingdom or who, in the case of an individual holder, carries on a trade, profession or vocation in the United Kingdom through a branch or agency or, in the case of a corporate holder, carries on a trade in the United Kingdom through a permanent establishment, to which the New Liberty Shares are attributable may, depending on the holder’s particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of U.K. capital gains tax or U.K. corporation tax. Special rules may apply to individuals who have ceased to be resident for tax purposes in the United Kingdom and who dispose of their New Liberty Shares before becoming once again resident for tax purposes in the United Kingdom.

U.K. Stamp Duty and U.K. Stamp Duty Reserve Tax

Provided that the New Liberty Shares are only registered on a register outside the United Kingdom or the relevant transfer is effected through the systems of DTC, and provided further that no instrument of transfer either is executed in the United Kingdom or relates to any matter or thing done or to be done in the United Kingdom, there will be no U.K. stamp duty or U.K. stamp duty reserve tax payable on the transfer of the New Liberty Shares.

Other U.K. Tax Considerations

The attention of holders within the scope of U.K. tax is drawn to the following provisions.

Controlled Foreign Companies

Under the U.K. “controlled foreign company” provisions contained in Part 9A of the U.K. Taxation (International and Other Provisions) Act 2010, a U.K. resident company having an interest in a company not so resident (such as New Liberty), such that, broadly, 25 percent or more of the company’s chargeable profits for an accounting period could be apportioned to it, may be liable to pay U.K. corporation tax in respect of its share of the company’s profits. These provisions only apply if the company is controlled by U.K. resident persons.

Transfer of Assets Abroad

Chapter 2 of Part 13 of the U.K. Income Tax Act 2007 (the “ITA”) may render U.K. resident individuals liable to U.K. income tax in respect of undistributed income or profits of New Liberty. These provisions apply,

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broadly speaking, where a U.K. resident person makes a “relevant transfer” to a non-resident person and as a result income from which the individual may benefit becomes payable to that non-resident person, unless one of several exemptions applies (for example, if it would not be reasonable to draw the conclusion, from all the relevant circumstances, that avoiding liability to taxation was the purpose, or one of the purposes, for which the relevant transactions or any of them were effected).

Attribution of Gains to Members of Non-UK Resident Close Companies

Under Section 3 of the TCGA, if a non-U.K. resident company (such as New Liberty) is controlled by a sufficiently small number of persons so as to render it a body corporate that would, were it to have been resident in the United Kingdom, be a “close company” for U.K. tax purposes, then, if certain conditions are satisfied, the chargeable gains of the company may be apportioned and taxed in the hands of any U.K. resident participator in the company if and to the extent that the participator’s indirect share of the gain (including the share of any connected person) exceeds 25 percent. These rules only apply if the gain is connected to avoidance (as defined for the purposes of Section 3 of the TCGA).

Transactions in Securities

Chapter 1, Part 13 of the ITA and Part 15 of the U.K. Corporation Tax Act 2010 may apply if U.K. tax advantages are sought in prescribed conditions.

If holders are in any doubt as to their tax position, they should take independent advice on the potential application of the matters discussed above in light of their own circumstances.

Material Bermuda Tax Consequences

Under current Bermuda law, there are no adverse Bermuda tax consequences for New Liberty or its shareholders of the Redomiciliation or in respect of the New Liberty Shares.

Material U.S. Federal Income Tax Consequences

The following discussion, subject to the limitations set forth below, describes the material U.S. federal income tax consequences to U.S. Holders and non-U.S. Holders (each, as defined below) of their exchange of Liberty Shares for New Liberty Shares in the Redomiciliation and their subsequent ownership and disposition of New Liberty Shares. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder (the “Treasury Regulations”) and judicial and administrative interpretations thereof in each case as in effect and available as of the date of this Document. All of the foregoing is subject to change, which change could apply with retroactive effect and could affect the U.S. federal income tax consequences described below.

This discussion only addresses persons that hold Liberty Shares and will, after the Redomiciliation, hold New Liberty Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address any aspects of U.S. taxation other than U.S. federal income taxation, is not a complete analysis or listing of all potential tax consequences with respect to the Redomiciliation or of the ownership and disposition of New Liberty Shares and does not address all tax consequences that may be relevant to holders. Further, this discussion does not address holders who acquire New Liberty Shares other than in the Redomiciliation or are subject to special treatment under U.S. federal income tax laws, such as:

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This discussion also does not address the effect of any U.S. state or local or non-U.S. tax laws that may apply or the application of the U.S. federal estate and gift tax, the alternative minimum tax or the Medicare tax on net investment income. Further, U.S. Holders that own (directly, indirectly or through attribution) five percent or more of the issued and outstanding shares (by vote or value) of New Liberty immediately following the Redomiciliation (“New Liberty 5% Shareholders”) will be subject to special rules (in addition to those described below) and are urged to discuss the tax consequences of the Redomiciliation and their subsequent ownership and disposition of the New Liberty Shares with their own tax advisors.

If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Liberty Shares and, after the completion of the Redomiciliation, New Liberty Shares, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Holders of Liberty Shares and, after the completion of the Redomiciliation, New Liberty Shares that are partnerships and partners in such partnerships should consult their own tax advisors regarding the U.S. federal income tax consequences to them of the Redomiciliation and the ownership and disposition of New Liberty Shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Liberty Shares and, after the completion of the Redomiciliation, New Liberty Shares, that for U.S. federal income tax purposes is:

A “non-U.S. Holder” is a beneficial owner of Liberty Shares and, after the completion of the Redomiciliation, New Liberty Shares, other than a U.S. holder or an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

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Material U.S. Federal Income Tax Consequences of the Redomiciliation

Reorganization

The exchange of Liberty Shares for New Liberty Shares in the Redomiciliation is structured to be tax-free to exchanging holders for U.S. federal income tax purposes. More specifically, on or about the day of the Redomiciliation, Liberty Global will be re-registered as a private limited company (the “Conversion”). Liberty Global will make a U.S. federal income tax classification election to be treated as a disregarded entity effective as of one day after the Conversion (the “Check-the-Box Election”). The Redomiciliation, the Conversion and the Check-the-Box Election, taken together (collectively, the “Transactions”), are intended to be treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code.

Liberty Global and New Liberty expect to receive a written opinion of Shearman & Sterling LLP, subject to certain qualifications and limitations set forth therein, to the effect that: (a) the Transactions should qualify as a Section 368(a) reorganization, and (b) holders that exchange their Liberty Shares for New Liberty Shares in the Redomiciliation should not recognize any gain or loss for U.S. federal income tax purposes solely as a result of such exchange.

The opinion of Shearman & Sterling LLP will rely upon the accuracy of certain statements and representations of Liberty Global and New Liberty and their compliance with certain undertakings and is subject to the limitations referred to in such opinion. If any of those statements or representations is incorrect or untrue or any of those undertakings is not complied with, or if the facts upon which the opinion is based are different from the facts that prevail at the time of the Redomiciliation, the conclusions reached in such opinion and discussed below could be adversely affected. You should be aware that opinions of counsel are not binding on the IRS or a court. Neither Liberty Global nor New Liberty has requested or will request a ruling from the IRS as to the U.S. federal income tax consequences of the Redomiciliation. Thus, there can be no absolute assurance that the IRS will not take a contrary position to the conclusions expressed in the opinion of Shearman & Sterling LLP or those set forth below or that a court in the event of litigation will not agree with a position of the IRS that is contrary to such opinion or one or more of the conclusions expressed below.

The remainder of this discussion assumes that the Transactions qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code.

U.S. Holders

A U.S. Holder should not recognize any gain or loss solely as a result of the exchange of Liberty Shares for New Liberty Shares in the Redomiciliation. The tax basis of the New Liberty Shares received in exchange for Liberty Shares should be equal to the holder’s tax basis in its Liberty Shares. The holding period for the New Liberty Shares received in the Redomiciliation should include the holding period for the Liberty Shares surrendered in the Redomiciliation.

U.S. Holders that hold their Liberty Shares with differing tax bases or holding periods are urged to consult their own tax advisors with regard to identifying the tax bases and holding periods of the particular New Liberty Shares received in the Redomiciliation.

Further, a New Liberty 5% Shareholder should not be required to file a “gain recognition agreement” (“GRA”) with the IRS in respect of the exchange of Liberty Shares for New Liberty Shares in the Redomiciliation. However, the Treasury Regulations governing GRAs are complex and New Liberty 5% Shareholders may want to consult their own tax advisors with respect to the obligation and merits of filing a GRA with the IRS, including on a protective basis.

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Non-U.S. Holders

A non-U.S. Holder generally should not be subject to U.S. federal income or withholding tax on gain realized, if any, on the receipt of New Liberty Shares in exchange for its Liberty Shares.

Material U.S. Federal Income Tax Consequences for U.S. Holders of New Liberty Shares

Taxation of Cash Distributions on New Liberty Shares

General

If cash distributions are made on New Liberty Shares, subject to the discussion below under “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences for U.S. Holders of New Liberty Shares — Passive Foreign Investment Company Status” beginning on page 91 of this Document, the gross amount of any such cash distributions by New Liberty on New Liberty Shares will be taxable to U.S. Holders as dividend income to the extent of New Liberty’s earnings and profits (as determined for U.S. federal income tax purposes) or if no such determination can be made because of a lack of information or otherwise, then entirely as dividend income. Any dividends that New Liberty pays will not be eligible for the dividends-received deduction allowed to qualifying corporations under Section 243 of the Code. Dividends received from a foreign corporation, such as New Liberty, generally constitute foreign-source income.

To the extent that the amount of any distribution exceeds New Liberty’s earnings and profits (if such earnings and profits can be determined for U.S. federal income tax purposes), the distribution will first be treated as a tax-free return of capital (with a corresponding reduction in the adjusted tax basis of a U.S. Holder’s New Liberty Shares, but not below zero), and thereafter will be taxed as capital gain recognized on a taxable disposition.

Dividends paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

Qualified Dividend Income

Dividends received by a non-corporate U.S. Holder (including an individual) from a “qualified foreign corporation” will be treated as “qualified dividend income” and subject to U.S. federal income tax at preferential rates, provided that certain holding period requirements and other conditions are satisfied. A non-U.S. corporation will be treated as a qualified foreign corporation if such corporation is eligible for the benefits of a qualifying income tax treaty with the United States. Since Bermuda (unlike the United Kingdom) is not party to a comprehensive income tax treaty with the United States, New Liberty cannot be treated as a qualified foreign corporation under this rule.

Nonetheless, a non-U.S. corporation that is not otherwise treated as a qualified foreign corporation under the foregoing rule will be so treated with respect to any dividend paid on stock that is treated as readily tradable on an established securities market in the United States. Under currently applicable guidance from the IRS, any class of stock that is listed on an established securities market in the United States (which, under such guidance, includes Nasdaq) should be treated as readily tradeable on such securities market. Since each class of the New Liberty Shares is expected to be listed on Nasdaq, any dividends received by U.S. Holders with respect to New Liberty Shares should be eligible to be taxed at the preferential rates applicable to qualified dividend income, provided that holding period requirements and other conditions are satisfied. However, there can be no assurance

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that the New Liberty Shares will remain listed on Nasdaq or that IRS guidance regarding what constitutes a class of shares being treated as “readily tradeable on an established securities market” will not change. U.S. Holders are urged to consult their own tax advisors regarding the availability of the preferential rate based on their particular situation.

Taxation of Dispositions of New Liberty Shares

Subject to the discussions below under “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences for U.S. Holders of New Liberty Shares — Passive Foreign Investment Company Status” beginning on page 91 of this Document, for U.S. federal income tax purposes, a U.S. Holder will recognize taxable gain or loss on any sale or other taxable disposition of New Liberty Shares in an amount equal to the difference between the amount realized from such sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in such shares (as determined above under “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Redomiciliation” beginning on page 89 of this Document). Such recognized gain or loss generally will be capital gain or loss. Capital gains of non-corporate U.S. Holders (including individuals) will be subject to U.S. federal income tax at preferential rates if the U.S. Holder has a holding period in the New Liberty Shares of greater than one year as of the date of the sale or other taxable disposition. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of New Liberty Shares generally will be treated as U.S. source gain or loss.

Passive Foreign Investment Company Status

Notwithstanding the foregoing, certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if at any time during a U.S. Holder’s holding period, Liberty Global or New Liberty were classified as a passive foreign investment company (“PFIC”). A non-U.S. corporation, such as Liberty Global or New Liberty, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which either: (a) 75 percent or more of its gross income for such year consists of certain types of “passive” income, or (b) 50 percent or more of the value of its assets (generally, determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. For purposes of applying the tests in the preceding sentence, a look-through rule applies and the non-U.S. corporation is deemed to own its proportionate share of the assets, and to receive directly the proportionate share of the income, of any other corporation of which the foreign corporation owns, directly or indirectly, at least 25 percent by value of the stock.

Liberty Global believes that it is not currently and has never been a PFIC. Additionally, based upon its business and operations, New Liberty does not expect to be treated as a PFIC for the taxable year in which the Redomiciliation occurs or for foreseeable future taxable years. This conclusion is a factual determination, however, that must be made annually at the close of each taxable year and, thus, is subject to change. Further, it is difficult to accurately predict future assets and income of New Liberty relevant to the PFIC determination. Thus, there can be no assurance that New Liberty will not be treated as a PFIC for any future taxable year.

If New Liberty were to be treated as a PFIC, U.S. Holders of New Liberty Shares could be subject to certain adverse U.S. federal income tax consequences with respect to gain realized on a taxable disposition of such shares, and certain distributions received on such shares. In addition, dividends received with respect to New Liberty Shares would not constitute qualified dividend income eligible for preferential tax rates if New Liberty were treated as a PFIC for the taxable year of the dividend or for its preceding taxable year. Certain elections (including a mark-to-market election) may be available to U.S. Holders to mitigate some of the adverse tax consequences resulting from PFIC treatment.

U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to their ownership of the New Liberty Shares.

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Material U.S. Federal Income Tax Consequences for Non-U.S. Holders of New Liberty Shares

Taxation of Cash Distributions on New Liberty Shares

A non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends from New Liberty unless: (a) the dividends are effectively connected with the holder’s conduct of a trade or business in the United States (or, if an applicable income tax treaty applies, the dividends are attributable to a permanent establishment maintained by the non-U.S. Holder in the United States), or (b) such non-U.S. Holder is subject to backup withholding (as discussed below).

Taxation of Dispositions of New Liberty Shares

A non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the sale, exchange or other disposition of New Liberty Shares unless: (a) such gain is effectively connected with the conduct by the non-U.S. Holder of a trade or business within the United States (or, if an applicable income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. Holder in the United States), (b) in the case of certain capital gains recognized by a non-U.S. Holder that is an individual, such individual is present in the United States for 183 days or more during the taxable year in which the capital gain is recognized and certain other conditions are met, or (c) the non-U.S. Holder is subject to backup withholding.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of New Liberty Shares and the proceeds from the sale, exchange or redemption of New Liberty Shares that are paid to holders within the United States (or through certain U.S.-related intermediaries), unless the holder is a non-U.S. Holder, corporation or other exempt recipient that establishes its exempt status. Dividends subject to information reporting are subject to backup withholding (currently at a rate of 24 percent) and may be subject to penalties imposed by the IRS unless the payee furnishes the payor with a taxpayer identification number and satisfies certain certification requirements. Information reporting requirements and backup withholding may also apply to the payment of proceeds from a sale of New Liberty Shares within the United States or through certain U.S.-related intermediaries. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

U.S. Holders that own, immediately before the Redomiciliation, at least five percent (by vote or value) of the Liberty Global Shares or Liberty Global Shares with a basis of $1,000,000 or more will be required to file certain information statements with the IRS. Other information reporting requirements could also apply to the Redomiciliation. Holders of Liberty Shares should consult their own tax advisors about the information reporting requirements that could be applicable to the exchange of Liberty Shares for New Liberty shares in the Redomiciliation.

Certain U.S. Holders of specified foreign financial assets with an aggregate value in excess of the applicable U.S. dollar threshold are required to report information relating to their New Liberty Shares, subject to certain exceptions (including an exception for New Liberty Shares held in accounts maintained by certain financial institutions), by attaching a properly completed IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their U.S. federal income tax return for each year in which they hold New Liberty Shares. Holders are urged to consult their own tax advisors regarding information reporting requirements relating to the ownership of New Liberty Shares.

THE FOREGOING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDOMICILIATION TO U.S. HOLDERS WITHOUT REGARD TO THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH HOLDER OF NEW LIBERTY SHARES.

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HOLDERS OF NEW LIBERTY SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

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PART V

ADDITIONAL INFORMATION

Description of the New Liberty Shares

The following description is a summary of New Liberty’s share capital as specified in the New Liberty Bye-laws, which will be adopted prior to the Effective Date. This summary does not purport to be complete, and the statements herein are qualified in their entirety by reference, and are subject, to the detailed provisions of the New Liberty Bye-laws, as well as the Bermuda Companies Act. You are encouraged to read the proposed New Liberty Bye-laws in their entirety.

General

New Liberty has been incorporated in Bermuda as an exempted company limited by shares. In connection with the Scheme and the Redomiciliation, and subject to the satisfaction of the Conditions (or if not satisfied, to the extent permitted by applicable law, waiver), the New Liberty Bye-laws, in substantially the form attached to this Document as Annex A, will govern New Liberty after the Effective Date. The following description assumes that the New Liberty Bye-laws are effective.

Share Capital

Immediately after the Effective Date, New Liberty will have an authorized share capital of $20,000,000 of aggregate nominal value, of which approximately $4,500,000 will be utilized to issue the New Liberty Shares on the Effective Date, which we anticipate will be approximately [●] New Liberty Class A Common Shares, par value $0.01 per share, [●] New Liberty Class B Common Shares, par value $0.01 per share and [●] New Liberty Class C Common Shares, par value $0.01 per share, based on the number of shares of each class of Liberty Shares outstanding as of [●], 2023, the last practicable date prior to the mailing of this Document.

Pursuant to the New Liberty Bye-laws, all of New Liberty’s issued and outstanding common shares must be issued fully paid and New Liberty may not issue any shares part paid or nil paid. Subject to the requirements of any stock exchange on which New Liberty’s shares are listed and to any resolution of the New Liberty Shareholders to the contrary, the New Liberty Board is authorized to issue any of New Liberty’s authorized but unissued shares under the New Liberty Bye-laws.

Preference Shares

Pursuant to Bermuda law and the New Liberty Bye-laws, the New Liberty Board may, if authorized by a resolution of (but subject to the provisions described in “Variation of Rights” below) the New Liberty Shareholders, divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions.

Dividend Policy

New Liberty has not adopted a dividend policy with respect to future dividends and does not currently intend to pay cash dividends on the New Liberty Shares. Any future determination related to New Liberty’s dividend policy will be made at the discretion of the New Liberty Board and will depend upon, among other factors, New Liberty’s results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors that the New Liberty Board may deem relevant.

Voting Rights

Holders of New Liberty Class A Common Shares and New Liberty Class B Common Shares will vote together as a single class on all matters submitted to a vote of the New Liberty Shareholders. Holders of New Liberty Class A Common Shares will be entitled to one vote per New Liberty Class A Common Share. Holders

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of New Liberty Class B Common Shares will be entitled to 10 votes per New Liberty Class B Common Share. Holders of New Liberty Class C Common Shares will not be entitled to any votes in respect of their New Liberty Class C Common Shares except (a) on certain matters (including Covered Transactions) for which express provision is made in the New Liberty Bye-laws, in which case the New Liberty Class C Common Shares shall carry such voting rights as specified in the relevant bye-law, or (b) unless a right to vote is required under applicable law, in which case holders of New Liberty Class C Common Shares will vote as a single class with the holders of New Liberty Class A Common Shares and New Liberty Class B Common Shares and will be entitled to 1/100^th of a vote on such matter per New Liberty Class C Common Share. Unless otherwise specified by the New Liberty Bye-laws or the Bermuda Companies Act, at any general meeting duly called and held at which a quorum is present, a resolution of shareholders shall require the affirmative vote of a majority of the votes cast by the total voting power of the issued and outstanding voting shares (voting as a single class) present in person or by proxy at the meeting and entitled to vote on the subject matter.

Dividends and Distributions

General Dividends and Distributions

Under Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (a) the company is, or would after the payment be, unable to pay its liabilities as they become due, or (b) the realizable value of its assets would thereby be less than its liabilities.

Under the New Liberty Bye-laws, for any dividend that is not a share distribution, each class of New Liberty Shares is entitled to the same dividend per share as any other class of New Liberty Shares. “Share distribution” is defined as a dividend or distribution (including a distribution made in connection with any share subdivision, bonus issue, consolidation, reclassification, recapitalization, dissolution, winding up or full or partial liquidation of New Liberty) payable in shares of any class or series of share capital, convertible securities or other securities of New Liberty or any other person.

Unless otherwise approved by an affirmative vote of at least three-fourths (75 percent) of the New Liberty Board and a resolution of New Liberty Shareholders, any share distribution may only be paid as follows:

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Bonus Issues

Pursuant to the New Liberty Bye-laws, the New Liberty Board may capitalize any part of the amount of New Liberty’s share premium or other reserve accounts or any amount credited to New Liberty’s profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata (except in connection with the conversion of shares from one class to shares of another class) to the New Liberty Shareholders, and such share distribution will be paid as set forth above under “Part V (Additional Information) — Description of the New Liberty Shares — Dividends and Distributions — General Dividends and Distributions” on page 95 of this Document.

Conversion

Each New Liberty Class B Common Share is convertible, at the option of the holder, into one New Liberty Class A Common Share. New Liberty Class A Common Shares and New Liberty Class C Common Shares are not convertible into any other class of New Liberty Shares.

Sub-Division and Combination

Unless otherwise resolved by resolution adopted by the affirmative vote of not less than three-fourths (75 percent) of the members of the New Liberty Board, New Liberty will not subdivide or consolidate a class of its issued common shares without subdividing or consolidating each other class of its issued common shares on an equal per share basis.

Variation of Class Rights

If at any time the capital of New Liberty is divided into different classes of shares, all or any of the rights attached to any existing class may from time to time be varied or abrogated, either while New Liberty is a going concern or during or in contemplation of winding up: (a) in the case of any class of capital of New Liberty other than the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares, in such manner (if any) as may be provided by any instrument establishing those rights, including any amendment to the New Liberty Bye-laws, or (b) in the case of the New Liberty Class A Common Shares, the New Liberty Class B Common Shares and the New Liberty Class C Common Shares, with the approval of a resolution passed by the majority of the votes cast at a separate meeting of the holders of the shares of the class to which the variation or abrogation relates, at which the quorum shall be two persons holding or representing by proxy at least one-third of the issued shares of the class.

In addition, the New Liberty Bye-laws provide that, unless otherwise expressly provided by the rights attached to any share or class of shares, the issuance of further shares ranking pari passu with, or subsequent to, a share or class of shares, the purchase or redemption by New Liberty of any of its own shares and any alteration of capital permitted by Bermuda law and the New Liberty Bye-laws shall be deemed not to vary or abrogate rights attaching to any shares or classes of shares of New Liberty.

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Meetings of Shareholders

Under Bermuda law, a company is required to convene at least one general meeting of shareholders each calendar year (the annual general meeting). Bermuda law provides that a special general meeting of shareholders may be called by the board of a company and must be called upon the request of shareholders holding not less than 10 percent of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days’ advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting. Under the New Liberty Bye-laws, New Liberty Shareholders may not act by written consent.

The New Liberty Bye-laws provide that the New Liberty Board must convene an annual general meeting and may convene a special general meeting whenever in their judgment such a meeting is necessary. Under the New Liberty Bye-laws, at least 10 days’ but no more than 60 days’ notice of an annual general meeting or a special general meeting must be given to each New Liberty Shareholder entitled to vote at such meeting, unless a different period is prescribed by law.

Quorum

The New Liberty Bye-laws provide that the quorum required for a general meeting of shareholders is, except as may be otherwise provided by the New Liberty Bye-laws, the holders of a majority in total voting power of the issued and outstanding voting shares entitled to vote at the meeting represented either in person or by proxy.

Advance Notice Procedures

The New Liberty Bye-laws establish an advance notice procedure for New Liberty Shareholders: (a) to make nominations of candidates for election as directors, and (b) to bring other business before an annual general meeting or a special general meeting.

All nominations by New Liberty Shareholders or other business to be properly brought before an annual general meeting or a special general meeting must be made pursuant to timely notice in proper written form to the secretary of New Liberty, which must include, among other information, the name and address of the New Liberty Shareholder giving the notice, certain information relating to each person whom such New Liberty Shareholder proposes to nominate for election as a director and a brief description of any business such New Liberty Shareholder proposes to bring before the meeting. To be timely, a shareholder’s notice must be given to the secretary of New Liberty at its principal executive offices as follows:

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The public announcement of an adjournment or postponement of a meeting of New Liberty Shareholders does not commence a new time period (or extend any time period) for the giving of any shareholder notice. However, if the number of directors to be elected to the New Liberty Board at any meeting is increased, and New Liberty does not make a public announcement naming all of the nominees for director or specifying the size of the increased board at least 100 days prior to the anniversary date of the immediately preceding annual meeting, a New Liberty Shareholder’s notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the secretary of New Liberty at New Liberty’s principal executive offices not later than the close of business on the 10^th day following the day on which New Liberty first made the relevant public announcement. The New Liberty Bye-laws provide that in respect of the annual general meeting occurring in 2023 only, references to the date of the last annual general meeting in the advance notice provisions shall refer to the annual general meeting in 2022 of Liberty Global, the predecessor company to New Liberty.

Board of Directors—Election and Removal

Election

Under the New Liberty Bye-laws, at any meeting duly called and held for the election or re-election of directors at which a quorum is present, directors shall be elected by a majority of the votes cast by the total voting power of New Liberty voting shares present in person or by proxy at the meeting and entitled to vote on the election of directors, voting as a single class. Where the election of a director is contested (i.e., the total number of proposed directors exceeds the total number of directors to be elected at such meeting) directors will be elected using a form of “plurality voting” applicable to such contested election of directors (i.e., the directors with the greatest number of votes are elected in descending order until the number of directors to be elected as such meeting is satisfied).

New Liberty Shareholders may not act by written consent to elect a director. The New Liberty Bye-laws provide that the New Liberty Board will consist of no fewer than two directors and no greater than 15 directors, or such greater number as the New Liberty Board may determine by resolution of the affirmative vote of not less than 66 percent of the directors then in office.

The New Liberty Board is divided into three classes that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. The initial terms of the Class I, Class II and Class III directors will expire in at the first, second and third annual general meeting following the completion of the Redomiciliation, respectively. At each annual general meeting (other than the annual general meeting in the year of New Liberty’s incorporation), successors to the class of directors whose term expires at the annual general meeting will be elected for a three-year term. The directors of each class will hold office until the expiration of the term of such class and until their respective successors are elected and qualified or until such director’s earlier death, resignation or removal.

Any New Liberty Shareholder wishing to propose for election as a director someone who is not an existing director or is not proposed by the New Liberty Board must give notice of their intention to propose such person for election in accordance with the advance notice procedures described above.

Removal

A director may be removed with or without cause by the shareholders by a resolution passed by a majority of the votes cast by the total voting power of New Liberty voting shares present in person or by proxy and entitled to vote thereon, at the meeting convened for the purposes of removing a director, voting as a single class,

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provided that notice of the shareholders’ meeting convened to remove the director is given to the director. New Liberty Shareholders may not act by written consent to remove a director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than 14 days before the meeting. The director is entitled to attend the meeting and be heard on the motion for their removal.

A director may also be removed with or without cause by the New Liberty Board, provided that notice of the board meeting convened to remove the director is given to the director. The notice must contain a statement of the intention to remove the director but will not require a justification for the removal. The notice must be served on the director before the meeting. The director is entitled to attend the meeting and be heard on the motion for his or her removal.

Vacancies

The New Liberty Bye-laws provide that vacancies on the New Liberty Board resulting from any reason, including death, resignation, removal or disqualification, and newly created directorships resulting from any increase in the number of directors on the New Liberty Board, shall be filled by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by a resolution passed by a majority of the votes cast by the total voting power of New Liberty voting shares present in person or by proxy and entitled to vote thereon, voting as a single class, at a general meeting. Any director so elected will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is assigned, and until that director’s successor will have been elected and qualified or until such director’s earlier death, resignation or removal. No decrease in the number of directors constituting the New Liberty Board will shorten the term of any incumbent director.

Duties of Directors

The Bermuda Companies Act authorizes the directors of a company, subject to its bye-laws, to exercise all powers of the company except those that are required by the Bermuda Companies Act or the company’s bye-laws to be exercised by the shareholders of the company. The New Liberty Bye-laws provide that New Liberty’s business is to be managed and conducted by or under the supervision of the New Liberty Board. At common law, directors of a company owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty includes the following essential elements:

The Bermuda Companies Act imposes a duty on directors and officers of a Bermuda company:

The Bermuda Companies Act also imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company. Under Bermuda law, directors and officers generally owe fiduciary duties to the company itself, not to the company’s individual shareholders, creditors or any class thereof. The New Liberty Shareholders may not have a direct cause of action against New Liberty’s directors.

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Related Party Transactions

Bermuda law does not generally require shareholder approval of related party transactions unless there is an independent approval requirement for such transaction under Bermuda law or a company’s bye-laws. Bermuda law requires shareholder approval of a related party transaction where (subject to certain limited exceptions) a company proposes to make a loan or provide a guarantee or other security to any person who is a director of the company or a director of its holding company (and to certain connected persons such as spouses or children of the director or to a company of which the director, their spouse or children own or control directly or indirectly more than 20 percent of the capital or loan debt). Under Bermuda law, if a director discloses a direct or indirect interest in any contract or arrangement with New Liberty as required by Bermuda law, such director will be entitled to vote in respect of any such contract or arrangement in which he or she is interested.

Amendments to New Liberty’s Memorandum of Association and Bye-laws

Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders, and that a company’s bye-laws may be amended by a resolution of its board and a resolution passed at a general meeting of shareholders. Under the New Liberty Bye-laws, the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding voting shares entitled to vote thereon, voting as a single class, will be required in order for New Liberty to take any action to authorize the amendment of the New Liberty Bye-laws (except that the amendment of (a) certain “special” bye-laws (as described in further detail below) requires the affirmative vote of not less than three-fourths (75 percent) of the directors and the affirmative vote of the holders of at least three-fourths (75 percent) of the total voting power of the then issued and outstanding voting shares entitled to vote thereon, voting as a single class and (b) bye-law 13.1 in relation to the variation of class rights and bye-law 34.3 in relation to Covered Transactions (together with bye-law 33.2 which governs the requirement for amendments to bye-laws 13.1 and 34.3) requires the approval by a majority of the votes cast by the outstanding New Liberty Class A Common Shares, New Liberty Class B Common Shares and New Liberty Class C Common Shares, each voting separately as a class)). See “Part V (Additional Information) — Description of the New Liberty Shares — Supermajority Shareholder Voting Provisions” on page 100 of this Document.

Under Bermuda law, the holders of an aggregate of not less than 20 percent in par value of a company’s issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment that alters or reduces a company’s share capital as provided in the Bermuda Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Supreme Court of Bermuda. An application for an annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.

Supermajority Shareholder Voting Provisions

The affirmative vote of the holders of a majority of the total voting power of the issued and outstanding voting shares entitled to vote thereon, voting as a single class, together with a resolution of the New Liberty Board, is required to amend, alter or repeal any provision of the New Liberty Bye-laws or to add or insert any other provision in the New Liberty Bye-laws, other than in respect of a “special” bye-law (as described in further detail below).

Approval by a resolution of the New Liberty Board including the affirmative vote of not less than three-fourths (75 percent) of the directors then in office and the affirmative vote of the holders of at least three-fourths (75 percent) of the total voting power of the then issued and outstanding voting shares entitled to vote thereon, voting as a single class at a meeting specifically called for such purpose, will be required in order for New

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Liberty to amend, alter or repeal certain “special” bye-laws (i.e., bye-laws relating to: (a) rights attaching to shares, (b) conversion rights, (c) dividends and share distributions, (d) special general meetings requisitioned by shareholders, (e) written shareholder resolutions, (f) mergers, amalgamations and consolidations (other than Covered Transactions), (g) election of directors, (h) number of directors, (i) term and classes of directors, (j) making changes to certain bye-laws specifying a corporate action requiring a supermajority shareholder voting threshold, and (k) making changes to certain shareholder voting thresholds).

Under the New Liberty Bye-laws, if more than 66 percent of New Liberty’s directors then in office vote affirmatively to approve a merger, amalgamation or consolidation (other than a Covered Transaction), then the affirmative vote of a majority of the total voting power of the issued and outstanding shares entitled to vote at the general meeting, voting together as a single class, is required to approve such merger, amalgamation or consolidation. If 66 percent or less of New Liberty’s directors then in office do not vote affirmatively to approve a merger, amalgamation or consolidation (other than a Covered Transaction), then the affirmative vote of more than 66 percent of the total voting power of the issued and outstanding shares entitled to vote at the general meeting, voting together as a single class, is required to approve such merger, amalgamation or consolidation.

Under the New Liberty Bye-laws, in order to authorize a Covered Transaction, the following procedures are required to be followed for a Covered Transaction to be validly authorized: (a) if the New Liberty Board determines, acting reasonably, that a proposed transaction may constitute a Covered Transaction, the New Liberty Board must form an Independent Committee, (b) the Independent Committee will be granted the authority, on behalf of the New Liberty Board, to determine whether a proposed transaction is a Covered Transaction and to negotiate the terms and conditions of the Covered Transaction and to determine whether to recommend such proposed Covered Transaction, and such determination(s) will be final, and (c) after determination by the Independent Committee that a transaction is a Covered Transaction, the proposed Covered Transaction will need to be approved by a majority of the members of the Independent Committee, a majority of the members of the New Liberty Board and by a majority of the votes cast by the outstanding New Liberty Class A Common Shares, New Liberty Class B Common Shares and New Liberty Class C Common Shares (which New Liberty Class C Common Shares will for these purposes only have one vote per share), in each case, by those members of a class present and voting at a separate class meeting for each class convened for purposes of approving such Covered Transaction; provided that any shares held, directly or indirectly, by the Controlled Acquiror proposing the Covered Transaction will not count towards quorum, will not be entitled to vote and will be excluded from determining the requisite majority and the shares entitled to vote, but shares held by a Significant Shareholder or any director or executive officer that owns an interest in such Controlled Acquiror may be voted and will be included in determining the requisite majority and the shares entitled to vote.

Takeovers

Under Bermuda law, an acquiring party is generally able to ensure it acquires all of the issued and outstanding shares of a company in the following ways.

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Shareholder Suits

Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved the act.

When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

The New Liberty Bye-laws contain a provision by virtue of which the New Liberty Shareholders waive any claim or right of action that they have, both individually and on New Liberty’s behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer.

Limitation on Liability and Indemnification

Section 98 of the Bermuda Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Bermuda Companies Act.

The New Liberty Bye-laws provide that New Liberty will indemnify New Liberty’s officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty, and that New Liberty will advance funds to New Liberty’s officers and directors for expenses incurred in their defense upon receipt of an undertaking by the applicable officer or director to repay the funds if any allegation of fraud or dishonesty is proved. Section 98A of the Bermuda Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence,

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default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. New Liberty expects to purchase and maintain a directors’ and officers’ liability policy for such purpose.

Access to Books and Records and Dissemination of Information

Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company’s memorandum of association, including its objects and powers, and certain alterations to the memorandum of association. A company’s shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company’s audited financial statements, which must be presented at the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Bermuda Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Transfers of Shares

Where New Liberty’s shares are listed or admitted to trading on any appointed stock exchange, such as Nasdaq, they will be transferred in accordance with the rules and regulations of such exchange.

Certain Provisions of Bermuda Law

New Liberty will be designated by the BMA as a non-resident for Bermuda exchange control purposes. This designation allows New Liberty to engage in transactions denominated in currencies other than the Bermuda dollar, and there are no restrictions on New Liberty’s ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to residents and non-residents of Bermuda who are holders of New Liberty Shares.

The BMA, pursuant to its statement of June 1, 2005, has given its general permission under the Exchange Control Act and related regulations for the issue and free transferability of all of New Liberty’s equity securities and non-equity securities (which would collectively include the New Liberty Shares) to and between residents and non-residents of Bermuda for exchange control purposes, provided at least one class of New Liberty Shares remains listed on an appointed stock exchange, which includes Nasdaq. Approvals or permissions given by the BMA do not constitute a guarantee by the BMA as to New Liberty’s performance or New Liberty’s creditworthiness. Accordingly, in giving such consent or permissions, neither the BMA nor the Registrar of Companies in Bermuda will be liable for the financial soundness, performance or default of New Liberty’s business or for the correctness of any opinions or statements expressed in this Document. Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the BMA.

In accordance with Bermuda law, share certificates are issued only in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for example as a trustee), certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, New Liberty is not bound to investigate or see to the execution of any such trust.

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Transfer Agent and Registrar

A register of holders of the New Liberty Shares will be maintained by Conyers Corporate Services (Bermuda) Limited in Bermuda, and a branch register will be maintained in the United States by Computershare Trust Company, N.A., which will serve as branch registrar and transfer agent.

Comparison of the Rights of Holders of Liberty Shares and New Liberty Shares

Your rights as a Liberty Global Shareholder are governed by English law and the Articles. After the Scheme becomes effective, you will own New Liberty Shares and have the rights of a New Liberty Shareholder, which will be governed by Bermuda law and the New Liberty Bye-laws.

The economic and voting rights of Liberty Shares and New Liberty Shares are similar. However, there are differences between your rights under applicable English and Bermuda law. In addition, there are differences between the Articles and the New Liberty Bye-laws.

The following discussion is a summary comparison of your rights as a holder of Liberty Shares and your rights that would result from the Scheme and holding New Liberty Shares, including any material differences in such rights. However, this summary does not cover all the differences between English law and Bermuda law affecting companies and their shareholders or all of the differences between the Articles and the New Liberty Bye-laws. While we believe this summary is accurate in all material respects, the following descriptions are qualified in their entirety by reference to the complete text of the relevant provisions of applicable English law, Bermuda law, the Articles and the New Liberty Bye-laws. We encourage you to read those laws and documents in their entirety. The New Liberty Bye-laws, in substantially the form attached to this Document as Annex A, will govern New Liberty after the Effective Date. For information as to how you can obtain a copy of the Articles, see “Part V (Additional Information) — Where You Can Find More Information” beginning on page 123 of this Document.

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