Altice : NV Articles of Association (English)

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The articles of association of Altice NV were most recently amended by deed, executed on 29 June 2016 before Professor M. van Olffen, civil law notary in Amsterdam.

UNOFFICIAL TRANSLATION ARTICLES OF ASSOCIATION

of: Altice N.V.

with corporate seat in Amsterdam, the Netherlands dated 29 June 2016

1. Definitions

2. In these Articles of Association the following words shall have the following meanings: Accountant: an accountant as referred to in Section 2:393 of the Dutch Civil Code, or an organisation in which such accountants work together;

   AFM: the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten);

   AFM Notification: a notification that must be made to the AFM pursuant to Chapter 5.3 WFT; Articles of Association: these articles of association; Board: the board of directors of the Company; CEO: the chief executive officer of the Board; Chairman: the chairman of the Board; Common Share: each Common Share A and each Common Share B; Common Share A: a common share A in the capital of the Company; Common Share B: a common share B in the capital of the Company; Company: Altice N.V.; Company Body: the Board or the General Meeting; Control: over a Shareholder that is a legal entity means:

3. the ownership of legal and/or beneficial title to voting securities that represent more than fifty percent (50%) of the votes in the general meeting of such legal entity; and/or

4. being empowered to appoint, suspend or dismiss or cause the appointment, suspension or dismissal of at least a majority of the members of the management board, supervisory board or any similar governing body of such legal entity, whether through the exercise of voting rights, by contract or otherwise; and/or

5. the power to direct or cause the direction of the management and policies of such entity, whether through the exercise of voting rights, by contract or otherwise;

   Controller: (i) Patrick Drahi, born in Casablanca, Morocco, on the twentieth day of August nineteen hundred sixty-three, individually or (if applicable) together with any of his children who indirectly hold Common Shares or (ii) Patrick Drahi's heirs jointly; Depositary Receipts: depositary receipts issued in respect of Shares; Distributable Equity: the part of the Company's equity which exceeds the aggregate of the paid in and called up part of the capital and the reserves which must be maintained pursuant to the law; DRH rights: the rights conferred by law upon holders of depositary receipts issued with the Company's cooperation for shares in its capital; General Meeting: a meeting of Shareholders and other persons entitled to attend meetings of Shareholders or the corporate body of the Company consisting of Shareholders entitled to vote, together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue, as the case may be; in writing: by letter, by telecopier, by e-mail, or by a legible and reproducible message otherwise electronically sent, provided that the identity of the sender can be sufficiently established;

   Nominating Shareholder: (i) Next Alt S.à r.l., a limited liability company (société à responsabilité limitée) governed by Luxembourg law, having its official seat in Luxembourg, Grand Duchy of Luxembourg, and its registered office at 3, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B 194.978, provided that Next Alt S.à r.l. (a) holds a direct interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and (b) is Controlled by the Controller, or (ii) when Next Alt S.à r.l. does not hold a direct interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and/or is no longer Controlled by the Controller, any other legal entity which (x) holds a direct interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and (y) is Controlled by the Controller;

   Preference Share: each Preference Share A and each Preference Share B; Preference Share A: a preference share A in the capital of the Company; Preference Share B: a preference share B in the capital of the Company; President: the president of the Board; Secretary: the secretary of the Company; Share: a share in the capital of the Company; unless the contrary is apparent, this shall include each Common Share and Preference Share; Shareholder: a holder of one or more Shares; Subsidiary: a subsidiary of the Company as referred to in Section 2:24a of the Dutch Civil Code; Vice-President: the vice-president of the Board;

   WFT: the Financial Supervision Act (Wet op het financieel toezicht).

6. References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.

7. Name and Official Seat

8. The Company's name is:

   Altice N.V.

9. The official seat of the Company is in Amsterdam, the Netherlands.

10. Objects

    The objects of the Company are:

11. to incorporate, to participate in any way whatsoever in, to manage, to supervise, to develop and to sell businesses and companies;

12. to finance businesses and companies;

13. to borrow, to lend and to raise funds, including the issue of (convertible) bonds, promissory notes, warrants or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;

14. to render advice and services to businesses and companies with which the Company forms a group and to third parties;

15. to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company, its group companies and/or third parties;

16. to acquire, alienate, manage and exploit registered property and items of property in general;

17. to trade in currencies, securities and items of property in general;

18. to develop and trade in patents, trade marks, licenses, know-how and other intellectual and industrial property rights; and

19. to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

20. Authorised Capital

21. The authorised capital of the Company equals three hundred forty-five million nine hundred sixty-two thousand six hundred thirty-nine euro and fifty eurocent

    (EUR 345,962,639.50).

22. The authorised capital of the Company is divided into eight billion one hundred forty-six million two hundred sixty-three thousand nine hundred fifty (8,146,263,950) Common Shares A, with a nominal value of one eurocent (EUR 0.01) each, three hundred million (300,000,000) Common Shares B, with a nominal value of twenty-five eurocent

    (EUR 0.25) each, four billion seven hundred (4,700,000,000) Preference Shares A, with a nominal value of four eurocent (EUR 0.04) each, and one hundred fifty million (150,000,000) Preference Shares B, with a nominal value of one eurocent (EUR 0.01) each.

23. As per the moment of conversion of Common Shares B and/or Preference Shares B into Common Shares A as referred to in Article 14, the authorised capital of the Company shall decrease with the number of Common Shares B and/or Preference Shares B included in such conversion, as applicable, and the authorised capital of the Company shall increase with the number of Common Shares A resulting from such conversion.

24. All Shares are to be registered. No share certificates (aandeelbewijzen) shall be issued.

25. Register of Shareholders

26. In due observance of the applicable statutory provisions in respect of registered Shares, a register of Shareholders shall be kept by or on behalf of the Company, which register shall be regularly updated and, at the discretion of the Board, may, in whole or in part, be kept in more than one copy and at more than one address. Part of the register may

    be kept abroad in order to comply with applicable foreign statutory provisions or applicable listing rules.

27. The name, address and such further information as required by law or considered appropriate by the Board, of each Shareholder, each pledgee of Shares and each usufructuary of Shares, shall be recorded in the register of Shareholders.

28. On application by a holder of Shares or a pledgee or usufructuary of Shares, the Board shall furnish an extract from the register of Shareholders, free of charge, insofar as it relates to the applicant's right in respect of a Share. If a right of pledge or a usufruct is created in a Share, the extract shall state to whom the voting rights accrue and to whom the DRH rights accrue.

29. Without prejudice to Article 5.1 the Board shall make the register of Shareholders available at the Company's office for inspection by the Shareholders and the persons to whom the DRH rights accrue.

30. Notification obligations

31. Each Shareholder shall be required to notify the Company in writing if such Shareholder:

32. holds an interest exceeding one percent (1%) of the aggregate nominal value of the issued and outstanding Shares;

33. holds an interest exceeding two percent (2%) of the aggregate nominal value of the issued and outstanding Shares;

34. holds an interest exceeding four percent (4%) of the aggregate nominal value of the issued and outstanding Shares; or

35. must make an AFM Notification.

36. Notifications pursuant to the Articles 6.1 (a) and 6.1 (b) must be made forthwith (onverwijld) and notifications pursuant to Article 6.1 (d) must be made at the same time as the corresponding AFM Notification must be made pursuant to Chapter 5.3 WFT.

37. If the Company becomes aware that a Shareholder has failed to comply with any obligation imposed by the Articles 6.1 and/or 6.2, the Company may demand, by means of a written notice, that the Shareholder complies with such obligation within a reasonable period of at most fourteen (14) days after the date of said notice as stipulated by the Company in such notice. For as long as the Shareholder has not complied with this obligation following said notice, such Shareholder shall not be entitled to exercise the voting rights attached to his Shares.

38. Without prejudice to Article 1.1, for the purpose of Article 6.3 the reference to "written" also includes the posting of a notice on the Company's website to the relevant Shareholder, also if the address of the relevant Shareholder is known to the Company.

39. Issue of Shares

40. Shares shall be issued pursuant to a resolution of the General Meeting, or pursuant to a resolution of the Board if the Board has been authorised for a specific period not exceeding five (5) years to issue Shares by resolution of the General Meeting. The resolution granting the aforesaid authorisation must determine the number of Shares that may be issued. The authorisation may from time to time be extended for a period not exceeding five (5) years. Unless otherwise stipulated at its grant, the authorisation cannot be withdrawn. The General Meeting shall, for as long as any such designation of