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RULES AND REGULATIONS‌

OF THE BOARD ‌‌‌‌‌‌‌‌‌‌

6 SEPTEMBER 2016‌‌‌

ALTICE N.V.‌‌

INDEX

RULES AND REGULATIONS OF THE BOARD OF ALTICE N.V. 4

  1. INTRODUCTION 4

  2. DUTIES AND RESPONSIBILITIES OF THE BOARD 4

  3. COMPOSITION, APPOINTMENT, REAPPOINTMENT AND TERM OF OFFICE 7

  4. INDEPENDENCE 10

  5. REPRESENTATION 11

  6. RESPONSIBILITIES CEO & CHAIRMAN 11

  7. COMMITTEES 13

  8. REMUNERATION 14

  9. INDUCTION PROGRAMME AND ONGOING TRAINING AND EDUCATION 14

  10. BOARD MEETINGS (AGENDA, TELECONFERENCING, ATTENDANCE, MINUTES) AND RESOLUTIONS 14

  11. CONFLICTS OF INTERESTS 18

  12. CORPORATE OPPORTUNITIES 19

  13. COMPLAINTS AND WHISTLEBLOWING 20

  14. GROUP ADVISORY COUNCIL 20

  15. RELATIONSHIP WITH THE GENERAL MEETING 20

  16. RELATIONSHIP WITH THE INTERNAL AND THE EXTERNAL AUDITOR 21

  17. HOLDING AND TRADING SECURITIES 21

  18. CONFIDENTIALITY 22

  19. NON-COMPLIANCE AND AMENDMENT 22

  20. GOVERNING LAW AND JURISDICTION 22

LIST OF DEFINITIONS 24

OVERVIEW OF INFORMATION TO BE PLACED ON THE COMPANY'S WEBSITE 27

OVERVIEW OF INFORMATION TO BE INCLUDED IN THE ANNUAL REPORT 29

INFORMATION TO BE INCLUDED IN THE NON-EXECUTIVE REPORT 31

BOARD PROFILE 33

RETIREMENT & RESIGNATION ROTA 35

REGULATIONS AUDIT COMMITTEE 36

  1. ROLE AND RESPONSIBILITIES 36

  2. COMPOSITION AND SIZE AUDIT COMMITTEE 37

  3. MEETINGS OF THE AUDIT COMMITTEE 38

  4. AMENDMENT 39

  5. REGULATIONS MUTATIS MUTANDIS APPLICABLE 39

REGULATIONS OF THE REMUNERATION COMMITTEE 40

  1. GENERAL ROLE AND RESPONSIBILITIES 40

  2. COMPOSITION AND SIZE REMUNERATION COMMITTEE 40

  3. MEETINGS OF THE REMUNERATION COMMITTEE 41

  4. AMENDMENT 42

  5. REGULATIONS MUTATIS MUTANDIS APPLICABLE 42

RESOLUTIONS THAT REQUIRE APPROVAL OF THE GENERAL MEETING 43

POLICY ON BILATERAL CONTACTS WITH SHAREHOLDERS 44

  1. INTRODUCTION 44

  2. CONTACTS WITH SHAREHOLDERS 44

  3. GENERAL PROVISIONS 44

RULES AND REGULATIONS OF THE BOARD OF ALTICE N.V.‌
  1. Introduction‌

  2. These Regulations are the Regulations of the board (Board) of Altice N.V. (Company). The Board deems it useful that its tasks and responsibilities be further regulated by these Regulations. These Regulations are established pursuant to article 20.1 of the Articles of Association and are complementary to the rules and regulations (from time to time) applicable to the Board under Dutch law or the Articles of Association.

  3. These Regulations were adopted by the Board by a unanimous vote of all members with effect as of 9 August 2015. These Regulations were amended by the Board with effect as of 6 September 2016.

  4. Capitalised terms used herein have the meaning set forth in the list of definitions attached as Schedule 1.

  5. The attached schedules form an integral part of these Regulations.

  6. These Regulations are based upon the Code as adopted by the Corporate Governance Monitoring Committee (Frijns Committee) on 10 December 2008. The Code contains best practice provisions that apply to the Company's corporate governance structure. On 10 December 2009 the legislator designated the (revised) Code by decree as the new corporate governance code as defined by Section 2:391 DCC. The 'Comply or Explain'- report of the Company in accordance with the Code, as well as the information referred to in Schedule 2, was made available on the Company's website. The report indicates any deviations of the Code and includes the reasons for such deviations in accordance with the provisions of the Code.

  7. Duties and responsibilities of the Board‌

  8. The Board members shall be collectively responsible for the Company's management and the general affairs of the Company's business and the general affairs of the group companies.

  9. The Board members shall divide their tasks by mutual consultation, provided that the day- to-day management of the Company shall be entrusted to the Executive Board members and provided further that the task to supervise the performance by the Board members of their duties cannot be taken away from the Non-Executive Board members. In case an Executive Board member is absent, his duties and powers shall be carried out by another Executive Board member to be designated by the Executive Board members. In case of long-term absence, the Non-Executive Board members shall be notified of that designation.

  10. Each Board member shall be accountable to the Board for the fulfilment of his duties and must therefore report to the Board on a regular basis and in such a manner as to give the

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