Publication of the Offer Memorandum
• Recommended public offer in cash and Liberty Global shares
• Implied offer price of €35.74 per ordinary Ziggo share based on 10-day VWAP1

and an implied offer price of €35.64 per ordinary Ziggo share based on June 26,
2014
• Offer price represents a premium of 47%2
over the closing Share price of €24.30
on 27 March 2013, the day before Liberty Global acquired its initial 12.65% stake
in Ziggo
• Unanimously recommended by Ziggo’s Supervisory and Management Boards
• Baptiest Coopmans to be appointed as CEO and Bert Groenewegen as CFO,
subject to the Offer being declared unconditional
• The Offer is subject to the fulfillment of the Offer Conditions as set out in the Offer
Memorandum
• The Ziggo Works Council consultation process has been completed in respect of
the Offer and the financing thereof and, subject to the Offer being declared
unconditional, the Asset Sale and Liquidation
• Offer period starts at 09:00 hours CET on July 2, 2014 and ends at 17:40 hours
CET on September 10, 2014 unless extended
• Ziggo EGM scheduled for August 26, 2014 to discuss the Offer and vote on
resolutions relating to the Offer and the Post-Closing Asset Sale and Liquidation,
subject to the Offer being declared unconditional
• The Offeror is in the process of seeking regulatory approvals
1
VWAP or volume weighted average price is calculated as of January 24, 2014, the latest trading day preceding the announcement of the
intended offer. 2
Based on the 10-day volume weighted average closing price of a Liberty Global Class A ordinary share and a Liberty Global Class C ordinary
share calculated as at January 24, 2014, implying an offer price of €35.74 per Ziggo share.

Denver, Colorado and Utrecht, the Netherlands – June 27, 2014

Further to the joint press release of Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and LBTYK)
and Ziggo N.V. (“Ziggo”) (Euronext Amsterdam: ZIGGO NA) of January 27, 2014, Liberty Global and Ziggo
announce the publication of an offer memorandum in the Netherlands (the “Offer Memorandum“), and that Liberty
Global will file a registration statement in the United States that includes a prospectus/offer to exchange by Liberty
Global (the “U.S. prospectus/offer to exchange”) on June 27, 2014, pursuant to which LGE Holdco VII B.V. (a
wholly-owned subsidiary of Liberty Global, the “Offeror”) is making a recommended public offer (the “Offer”) to all
holders (the “Shareholders”) of issued and outstanding ordinary shares with a nominal value of €1.00 each in the
capital of Ziggo (the “Shares”).

The Offer
Shareholders tendering their Shares under the Offer will be paid on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum (the “Offer Conditions”), in consideration for each Share validly
tendered or defectively tendered (provided that such defect has been waived by the Offeror) and transferred
(geleverd), an amount in shares consisting of 0.2282 of a Liberty Global Class A ordinary share and 0.5630 of a
Liberty Global Class C ordinary share (together, the “Share Consideration”) and a cash amount of €11.00 without
interest (the “Cash Consideration” and, together with the Share Consideration, the “Offer Price”). The Offer Price is
cum dividend.

As previously announced in the joint press release of January 27, 2014, the Offeror confirms that it has taken all
necessary measures to secure the funding of the Offer. The Offeror will finance the maximum total amount of the
Cash Consideration through cash on hand and a facility secured by the Offeror.

Unanimous Recommendation of the Ziggo Boards
Ziggo’s supervisory board (the “Supervisory Board”) and management board (the “Management Board” and,
together with the Supervisory Board, the “Boards”) have duly considered the Offer and each unanimously supports
and recommends the Offer for acceptance to the Shareholders and unanimously recommends the Shareholders to
vote in favor of all resolutions relating to the Offer and the Asset Sale and Liquidation (as defined below) to be
taken at Ziggo's EGM (as defined below).

Taking into account the considerations that are described in detail in the position statement published by Ziggo in
the Netherlands on June 27, 2014 (the “Position Statement”), the Boards have reached the conclusion that the
Offer provides a fair price from a financial point of view and is in the best interests of Ziggo, the Shareholders and
its other stakeholders.

Works Council Advice
The applicable employee consultation procedure has been completed. The Ziggo Works Council has been
informed regarding (i) the Offer and the financing thereof and (ii) the Asset Sale and Liquidation. Having obtained
the Works Council’s advice, the Works Council consultation procedure in respect of the Offer and the financing
thereof and the Asset Sale and Liquidation has been completed.

Committed Shares
Ziggo will ensure that each member of the Boards shall, for as long as the Boards support and recommend the
Offer, tender under the Offer under the same terms as are applicable to all Shareholders any Shares such member
directly or indirectly holds. As of the date of the Offer Memorandum, the members of the Boards in the aggregate
hold 1,141,936 Shares, representing approximately 0.6% of the outstanding Shares.

Merger Clearance Filings
On March 14, 2014, the Offeror submitted a merger notification with the European Commission. On May 8, 2014,
the European Commission opened a Phase II Investigation into the Merger. Although the timing is contingent on
various factors, the current deadline for a decision by the European Commission regarding the Phase II
Investigation is October 17, 2014. This deadline may be extended.

Extraordinary General Meeting of Ziggo
At 10:00 a.m. hours CET on August 26, 2014 an extraordinary general meeting of Shareholders (the “EGM”) will
be convened at the Ziggo Dome, located in Amsterdam, the Netherlands.

At the EGM, the Offer, among other matters, will be discussed in accordance with the Netherlands Decree on
Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree"). At the EGM and in connection with the Offer,
the Shareholders will be asked to adopt resolutions, which are subject to the Offer being declared unconditional, to
amend (i) the articles of association of Ziggo to implement certain changes to Ziggo’s corporate governance
structure and (ii) the composition of the Boards. At the EGM, the Shareholders will furthermore be asked to adopt
resolutions, which are subject to the Offer being declared unconditional to (i) approve the Asset Sale (as defined
below) and (ii) upon the transfer of all assets and liabilities to the Offeror or its affiliates pursuant to the Asset Sale,
dissolve and liquidate Ziggo in accordance with section 2:19 of the Dutch Civil Code and appoint the liquidator of
Ziggo in accordance with section 2:19 of the Dutch Civil Code (the “Asset Sale and Liquidation Resolutions”). The
Boards unanimously recommend the Shareholders to vote in favor of all abovementioned resolutions at the EGM.

Offer Period
The Offer will commence at 09:00 a.m. hours CET on July 2, 2014 and will expire at 17:40 hours CET on
September 10, 2014 (the “Offer Period”), unless the Offeror extends the Offer Period, in which case the final day of
the Offer Period shall be the time and date on which the extended Offer Period expires (such date, as it may be
postponed, the “Acceptance Closing Date”).

In accordance with applicable U.S. and Dutch tender offer regulations, Shares tendered on or prior to the
Acceptance Closing Date may only be withdrawn by delivering a written notice of withdrawal in accordance with
the procedures described in the Offer Memorandum.

Acceptance by Shareholders
Shareholders are requested to make their acceptance known through the bank or stockbroker that administers
their Shares no later than 17:40 hours CET on September 10, 2014, unless the Offer Period is extended. Some
banks or stockbrokers may set an earlier deadline for communication to timely communicate acceptances to ING
Bank N.V. (the “Exchange Agent”).

Shares may be tendered for acceptance pursuant to the Offer only to the Exchange Agent and only in writing. In
submitting acceptances, banks and stockbrokers will be required to declare that (i) they have the tendered Shares
(as defined below) in their administration, (ii) the Shareholder for whose account the Shares are being tendered
irrevocably represents and warrants that the Shares are being tendered in compliance with the conditions and
restrictions of the Offer and (iii) they undertake to transfer the tendered Shares to the Offeror prior to or on the
settlement date of the Offer, provided the Offer has been declared unconditional (gestand wordt gedaan).

Extension
The Offeror reserves the right to extend the Offer Period for a minimum of two weeks and a maximum of ten weeks
in accordance with the Decree. If the Offer Period is extended, the Offeror will make an announcement to that
effect no later than on the third Dutch business day following the most recently scheduled Acceptance Closing
Date.

Declaring the Offer Unconditional (gestanddoening)
The Offer will be declared unconditional if the Offer Conditions are satisfied or, if permitted, waived by the party
entitled to waive such Offer Conditions.

The Offer is subject to the condition, among others, that the number of Shares having been tendered for
acceptance on the Acceptance Closing Date, together with (i) any Shares directly or indirectly held by the Offeror
or any of its affiliates at the Acceptance Closing Date, (ii) any Shares committed to the Offeror or any of its
affiliates in writing and (iii) any Shares to which the Offeror is entitled (gekocht maar niet geleverd), shall represent
at least 95% of Ziggo's aggregate issued and outstanding ordinary share capital (geplaatst en uitstaand kapitaal)
(excluding any Shares held by Ziggo at the Acceptance Closing Date) on a fully diluted basis. The Offeror and
Ziggo have agreed that the Offeror will waive that condition, if (i) the Shareholders have voted in favor of the Asset
Sale and Liquidation Resolutions at the EGM and such resolutions are in full force and effect and (ii) the number of
Shares having been tendered for acceptance on the Acceptance Closing Date, together with (x) any Shares
directly or indirectly held by the Offeror or any of its affiliates at the Acceptance Closing Date, (y) any Shares
committed to the Offeror or any of its affiliates in writing and (z) any Shares to which the Offeror is entitled (gekocht
maar niet geleverd), shall represent at least 80% of Ziggo's aggregate issued and outstanding ordinary share
capital (geplaatst en uitstaand kapitaal) (excluding any Shares held by Ziggo at the Acceptance Closing Date) on a
fully diluted basis. If, on the Acceptance Closing Date, the Acceptance Level represents less than 80% of all
Shares on a fully diluted basis, the Offeror may waive this Offer Condition, provided that if the Acceptance Level
represents less than 65% of all Shares on a fully diluted basis, Ziggo's consent will be required.

No later than on the third Dutch business day following the Acceptance Closing Date (the “Unconditional Date”),
the Offeror will determine whether the conditions for the Offer have been fulfilled or are to be waived and will
announce in accordance with Section, 16 paragraph 1 of the Decree, whether (i) the Offer has been declared
unconditional, (ii) the Offer will be extended in accordance with Section 15 of the Decree or (iii) the Offer will be
terminated as a result of the conditions for the Offer not having been fulfilled or waived.

Settlement
If the Offer is declared unconditional, Shareholders who have validly tendered or defectively tendered (provided
that such defect has been waived by the Offeror) and transferred their Shares for acceptance under the Offer prior
to or on the Acceptance Closing Date (each of these Shares, a “Tendered Share”) will be paid the Offer Price in respect of each Tendered Share, and the Offeror shall accept the transfer of and acquire each Tendered Share
promptly, but in any event within five Dutch business days following the Unconditional Date.

Post-Closing Acceptance Period (na-aanmeldingstermijn)
If the Offer is declared unconditional (gestand wordt gedaan), the Offeror shall, in accordance with Article 17 of the
Decree, within three Dutch business days after declaring the Offer unconditional, publicly announce a post-closing
acceptance period of a maximum of two weeks to enable Shareholders who did not tender their Shares during the
Offer Period to tender their Shares under the same terms and conditions as the Offer (the “Post-Closing
Acceptance Period”).

Governance of Ziggo Post-Completion
Baptiest Coopmans is to be appointed by the Supervisory Board as Ziggo’s Chief Executive Officer subject to the
condition precedent that the Offer is declared unconditional and effective as per the settlement date. He will
replace René Obermann, who will resign as member of the Management Board as per the settlement date, as
previously communicated. Bert Groenewegen will continue to serve as member of the Management Board and
shall be Chief Financial Officer. The other current members of the Management Board, Hendrik de Groot and Paul
Hendriks, will also resign from the Management Board as per the settlement date, although either may, in
accordance with selection criteria agreed in connection with the integration process, assume a senior management
role in the Joint Dutch Operations following the transaction.

As soon as practically possible following the settlement date, the Supervisory Board will consist of five members,
two of which will be independent within the meaning of the Dutch Corporate Governance Code (the “Independent
Members”). At the EGM, it will be proposed to appoint the following members, subject to the condition precedent
that the Offer is declared unconditional: Diederik Karsten, Ritchy Drost, Jim Ryan and Huub Willems. Rob Ruijter
will continue to serve on the Supervisory Board and, together with Huub Willems, shall be the independent
members.

Asset Sale and Liquidation
The Offeror’s willingness to pay the Offer Price and pursue the Offer is predicated on the acquisition of 100% of
the Shares. The Offeror and Ziggo anticipate that full integration of Ziggo and Liberty Global’s existing Dutch
operations will deliver substantial operational, commercial, organizational and financial benefits to the combined
company. Such benefits could not, or only partially, be achieved if Ziggo were to continue as a standalone entity
with a minority shareholder base. Therefore, and subject only to (i) the number of Shares having been tendered for
acceptance during the Offer Period and the Post-Closing Acceptance Period, together with (x) any Shares directly
or indirectly held by the Offeror or any of its affiliates, (y) any Shares committed to the Offeror or any of its affiliates
in writing and (z) any Shares to which the Offeror is entitled representing less than 95% but at least 80% of Ziggo’s
aggregate issued and outstanding ordinary share capital (excluding any Shares then held by Ziggo) and (ii) the
Asset Sale and Liquidation Resolutions having been adopted at the EGM, the Offeror and Ziggo may agree to a
restructuring of the combined group by means of an asset sale (the “Asset Sale”) and subsequent liquidation
(together the “Asset Sale and Liquidation”) in order to ensure full integration of Ziggo and Liberty Global’s existing Dutch operations.
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