THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS

DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE

CANCELLATION OF THE ADMISSION OF CITYFIBRE SHARES TO TRADING ON AIM.

Part 2 (Explanatory Statement) of this document comprises an explanatory statement in compliance with

section 897 of the Companies Act 2006. If you are in any doubt as to the action you should take, you are

recommended to seek your own personal financial advice immediately from your stockbroker, bank manager,

solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets

Act 2000 if you are resident in the United Kingdom, or other appropriately authorised independent financial

adviser if you are resident in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your CityFibre Shares, please forward this document, the accompanying

reply paid envelope and the Forms of Proxy as soon as possible to the purchaser or transferee or to the bank, stockbroker

or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such

documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a

violation of the relevant laws in such jurisdiction. If you have sold or transferred part of your holding of CityFibre

Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document and/or the accompanying documents (in whole or in

part) in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those

jurisdictions and therefore persons into whose possession this document and/or any accompanying documents

come should inform themselves about, and observe, any such restrictions. Failure to comply with any such

restrictions may constitute a violation of the securities laws of any such jurisdiction.

Recommended Cash Acquisition

of

CITYFIBRE INFRASTRUCTURE HOLDINGS PLC

by

CONNECT INFRASTRUCTURE BIDCO LIMITED

a newly formed company indirectly jointly-controlled by a consortium formed by Antin and

West Street Infrastructure Partners

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Shareholders should read the whole of this document carefully, any information incorporated by reference into this

document and the accompanying Forms of Proxy. Your attention is drawn to the letter from the CityFibre Chairman in

Part 1 (Letter from the Chairman of CityFibre Infrastructure Holdings plc) of this document which contains the

unanimous recommendation of the CityFibre Directors that you vote in favour of the Scheme at the Court Meeting and

the Special Resolution to be proposed at the General Meeting. Part 2 (Explanatory Statement) of this document contains

a letter from Rothschild explaining the Scheme and constitutes an explanatory statement in compliance with section 897

of the Companies Act.

Notices convening the Court Meeting and the General Meeting, both of which will be held at the offices of CMS

Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF on 4 June 2018 are

set out in Parts 9 (Notice of Court Meeting) and 10 (Notice of General Meeting) of this document. The Court Meeting

will start at 10.00 a.m. and the General Meeting will start at 10.15 a.m. (or, if later, as soon as the Court Meeting has

been concluded or adjourned).

The action to be taken by CityFibre Shareholders in respect of the Meetings is set out on pages 9 to 12 (Action to betaken) of this document, in the section entitled “Action to be taken”. Shareholders will find enclosed with this document

a blue Form of Proxy for use in connection with the Court Meeting and a white Form of Proxy for use in connection

with the General Meeting.

Whether or not you intend to attend the Meetings in person, please complete and sign both of the enclosed Forms of

Proxy (or appoint a proxy through CREST or electronically) in accordance with the instructions printed on them and

return them to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as

possible and, in any event, so as to be received at least 48 hours before the time appointed for the relevant Meeting

(excluding any part of a day that is not a Business Day). Forms of Proxy returned by fax will not be accepted.

If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to the Chairman

of the Court Meeting or a representative of the Registrar in attendance before the start of the Court Meeting and will

still be valid. However, in the case of the General Meeting, unless the white Form of Proxy is returned by the time noted

above, it will be invalid.

Certain terms used in this document are defined in Part 8 (Definitions) of this document.

N M Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated by the FCA in the United Kingdom,

is acting exclusively as financial adviser for CityFibre and no one else in connection with the Acquisition and will not

be responsible to anyone other than CityFibre for providing the protections afforded to clients of Rothschild nor for

giving advice in relation to the Acquisition or any other matters referred to in this document. Neither Rothschild nor any

of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct

or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in

connection with the matters referred to in this document.

finnCap Limited (“finnCap”), which is authorised and regulated by the FCA in the United Kingdom is acting

exclusively as nominated adviser and joint broker for CityFibre and no one else in connection with the Acquisition and

will not be responsible to anyone other than CityFibre for providing the protections afforded to clients of finnCap nor

for giving advice in relation to the Acquisition or any other matters referred to in this document. Neither finnCap nor

any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever

(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of

finnCap in connection with the matters referred to in this document.

Liberum Capital Limited (“Liberum”), which is authorised and regulated by the FCA in the United Kingdom is acting

exclusively as joint broker for CityFibre and no one else in connection with the Acquisition and will not be responsible to

anyone other than CityFibre for providing the protections afforded to clients of Liberum nor for giving advice in relation

to the Acquisition or any other matters referred to in this document. Neither Liberum nor any of its subsidiaries, branches

or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract,

in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with the matters referred to

in this document.

Greenhill & Co. International LLP (“Greenhill”) is authorised and regulated by the FCA in the United Kingdom. Greenhill

is acting exclusively as financial adviser for the Consortium and Bidco and for no one else in connection with the matters

referred to in this document and will not be responsible to anyone other than the Consortium and Bidco for providing the

protections afforded to clients of Greenhill, or for providing advice in relation to the matters referred to in this document.

Neither Greenhill nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility

whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a

client of Greenhill in connection with the matters referred to in this document.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the FCA and

the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Consortium and Bidco and no

one else in connection with the matters referred to in this document and will not be responsible to anyone other than the

Consortium and Bidco for providing the protections afforded to clients of Goldman Sachs International, or for providing

advice in relation to the matters referred to in this document. Neither Goldman Sachs International nor any of its

subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or

indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs

International in connection with the matters referred to in this document.

The contents of this document are not to be construed as legal, business, tax or financial advice and if you are in any

doubt about the contents of this document you should consult your own legal adviser, financial advisor or tax advisor

for legal, business, financial or tax advice as to the matters described in this document.

No person has been authorised to give any information or make any representations on behalf of CityFibre or Bidco

concerning the Acquisition other than those contained in this document and any such information or representations, if

given or made, must not be relied upon as having been authorised by CityFibre, the CityFibre Directors, Bidco, the

Bidco Directors or by Rothschild, finnCap, Liberum, Greenhill or Goldman Sachs International or any other person

involved in the Acquisition.

The statements contained in this document are made as at the date of this document, unless some other time is specified

in relation to them, and neither the delivery of this document nor holding the Meetings, the Court Hearing or filing the

Court Order shall, under any circumstances, give rise to any implication that there has been no change in the affairs of

the CityFibre Group or the Bidco Group since the date of this document or that the information set forth, or incorporated

into, this document is correct as at any time subsequent to its date. Nothing in this document shall be deemed to be a

forecast, projection or estimate of the future financial performance of Bidco, the Bidco Group, CityFibre or the

CityFibre Group except where otherwise stated.

2

IMPORTANT NOTICE

Overseas jurisdictions

This document does not constitute an offer or an invitation to purchase or subscribe for any securities or a

solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in

which such offer or solicitation is unlawful.

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may

be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any

jurisdiction other than the United Kingdom into whose possession this document comes should inform

themselves about and observe such restrictions. Any failure to comply with any such 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 Acquisition disclaim any responsibility or liability

for the violation of such restrictions by any person.

This document and the accompanying documents have been prepared in connection with proposals in

relation to a scheme of arrangement pursuant to and for the purpose of complying with the laws of England

and Wales, the City Code and the AIM Rules and information disclosed may not be the same as that which

would have been prepared in accordance with the laws of jurisdictions outside England and Wales. Nothing

in this document or the accompanying documents should be relied on for any other purpose.

Additional information for US investors

The Acquisition relates to the shares in an English company and is proposed to be made by means of a

scheme of arrangement or Takeover Offer, as applicable, provided for under the laws of England and Wales.

A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender

offer rules under the US Securities Exchange Act of 1934 (the “US Exchange Act”). Accordingly, the

Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom

to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.

However, Bidco reserves the right to elect (with the consent of the Panel and, subject to the terms of the

Consortium Bid Agreement and the Co-operation Agreement) to implement the Acquisition by way of a

Takeover Offer for the entire issued and to be issued ordinary share capital of CityFibre as an alternative to

the Scheme. In such event, the Acquisition shall be implemented on substantially the same terms, so far as

applicable, as those which would apply to a Scheme, subject to appropriate amendments, including (without

limitation) an acceptance condition (subject to the terms of the Co-operation Agreement) at a level permitted

by the Panel. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, it shall be

made in compliance with all applicable laws and regulations. Such a Takeover Offer would be made in the

United States by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated

companies or their nominees or brokers (acting as agents) may, in accordance with normal UK practice and

pursuant to Rule 14e-5(b) of the US Exchange Act, make certain purchases of, or arrangements to purchase,

CityFibre Shares outside such a Takeover Offer during the period in which such a Takeover Offer would

remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be

made outside the United States and would comply with applicable law, including the US Exchange Act. Such

purchases or arrangements to purchase may occur either in the open market at prevailing prices or in private

transactions at negotiated prices. Any information about such purchases will be disclosed as required in the

UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be

available on the London Stock Exchange website at http://www.londonstockexchange.com.

Neither the US Securities and Exchange Commission nor any US state securities commission has expressed

an opinion about: (a) the Scheme or the Acquisition; (b) the merits or fairness of the Scheme or the

Acquisition; or (c) the adequacy or accuracy of the disclosure in this document and it is an offence in the

United States to claim otherwise.

3

It may be difficult for Overseas Shareholders located in the United States to enforce their rights and any

claim arising out of US federal laws, since CityFibre and Bidco are located in a non-US jurisdiction and

some or all of their officers and directors may be resident in a non-US jurisdiction. Overseas Shareholders

located in the United States may not be able to sue a non-US company or its officers or directors in a non-US

court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and

its affiliates to subject themselves to a US court’s judgement.

The receipt of the Cash Consideration pursuant to the Acquisition by an Overseas Shareholder located in the

United States as consideration in accordance with the terms of the Acquisition will be a taxable transaction

for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax

laws. Each Overseas Shareholder is urged to consult his independent professional adviser immediately

regarding the tax consequences of the Acquisition applicable to him or her.

Further details in relation to Overseas Shareholders are contained in paragraph 13 of Part 2 (ExplanatoryStatement) of this document. All CityFibre Shareholders or other persons (including nominees, trustees and

custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this

document and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom should refrain

from doing so and seek appropriate professional advice before taking any action.

Forward looking statements

This document contains statements about Bidco and CityFibre that are or may be forward looking

statements. All statements other than statements of historical facts included in this document may be forward

looking statements. Without limitation, any statements preceded or followed by or that include the words

“targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “would”, “could”, “should”,

“anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are

forward looking statements. Forward looking statements include statements relating to the following:

(i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance,

indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management

strategies and the expansion and growth of Bidco’s or CityFibre’s operations and potential synergies

resulting from the Acquisition; and (iii) the effects of government regulation on Bidco’s or CityFibre’s

business.

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. Due to such uncertainties and risks,

readers are cautioned not to place undue reliance on such forward looking statements and Bidco and

CityFibre disclaim any obligation to update or revise any forward looking or other statements contained

herein. Except as required by applicable law or regulation and, except as expressly provided in this

document, any forward looking statements herein have not been reviewed or verified by the auditors of

CityFibre or Bidco. All subsequent oral or written forward looking statements attributable to CityFibre or

Bidco or any of their respective members, directors, officers or employees or any persons acting on their

behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of

these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may

vary materially from those described in this document.

No profit forecasts or estimates

No statement in this document, or incorporated by reference into this document, is intended to be or is to be

construed as a profit forecast or estimate for any period and no statement in this document should be

interpreted to mean that earnings or earnings per share for CityFibre for the current or future financial years

would necessarily match or exceed the historical published earnings or earnings per share for CityFibre.

4

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant

securities of an offeree company or of any securities exchange offeror (being any offeror other than an

offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make

an Opening Position Disclosure following the commencement of the offer period and, if later, following the

Rule 2.7 Announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in, and

rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities

exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made

by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer

period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the

Rule 2.7 Announcement in which any securities exchange offeror is first identified. Relevant persons who

deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline

for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class

of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing

Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange

offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and

short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and

(ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed

under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than

3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal,

to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror,

they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing

Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert

with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position

Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s

website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue,

when the offer period commenced and when any offeror was first identified. If you are in any doubt as to

whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should

contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by CityFibre

Shareholders, persons with information rights and other relevant persons in connection with the receipt of

communications from CityFibre will be provided to Bidco and the Consortium during the Offer Period as

required under Section 4 of Appendix 4 to the City Code.

Publication on website and availability of hard copies

This document, together with all information incorporated into this document by reference to another source,

will be available free of charge (subject to any applicable restrictions relating to persons resident in

jurisdictions outside the United Kingdom) on the following websites during the course of the Offer Period:

• www.cityfibre.com

• www.cliftoninvestment.com

5

Save where expressly stated in this document, neither the contents of the websites referred to above, nor

those of any other website accessible from hyperlinks on either CityFibre’s website or Bidco’s website are

incorporated into or form part of this document. In accordance with Rule 30.3 of the Code, a person so

entitled may request a hard copy of this document and all information incorporated into this document by

reference to another source, free of charge by way of either written request to CityFibre, 15 Bedford Street,

London WC2E 9HE or by contacting CityFibre’s company secretary between 9.00 a.m. and 5.00 p.m.

(London time) Monday to Friday (except UK public holidays) on 0203 5100 602 from within the United

Kingdom or on +44 203 5100 602 if calling from outside the United Kingdom. In accordance with Rule 30.3

of the Code, a person so entitled may also request that all future documents, announcements and information

to be sent to them in relation to the Acquisition should be in hard copy form. If you have received this

document in electronic form, hard copies of this document and any document incorporated by reference into

this document will not be provided unless such request is made.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures

shown for the same category presented in different tables may vary slightly and figures shown as totals in

certain tables may not be an arithmetic aggregation of the figures that precede them.

Date

This document is published on 10 May 2018.

6

TABLE OF CONTENTS

PageEXPECTED TIMETABLE OF PRINCIPAL EVENTS 8

ACTION TO BE TAKEN 9

PART 1 LETTER FROM THE CHAIRMAN OF CITYFIBRE INFRASTRUCTURE

HOLDINGS PLC 13

PART 2 EXPLANATORY STATEMENT 20

PART 3 THE SCHEME OF ARRANGEMENT 33

PART 4 CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

AND THE SCHEME 40

PART 5 UNITED KINGDOM TAXATION 50

PART 6 FINANCIAL INFORMATION ON CITYFIBRE GROUP AND BIDCO GROUP 52

PART 7 ADDITIONAL INFORMATION 54

PART 8 DEFINITIONS 75

PART 9 NOTICE OF COURT MEETING 83

PART 10 NOTICE OF GENERAL MEETING 86

7

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this document are London times, unless otherwise stated. The dates and times given are

indicative only and are based on CityFibre’s current expectations and may be subject to change. If any of the

expected times and/or dates below change, the revised times and/or dates will be notified to CityFibre

Shareholders by an announcement through a Regulatory Information Service.

Event Expected time and/or dateLatest time for lodging Forms of Proxy for the:

Court Meeting (blue form) 10.00 a.m. on 31 May 2018(1)

General Meeting (white form) 10.15 a.m. on 31 May 2018(2)

Voting Record Time for the Court Meeting and General Meeting 6.00 p.m. on 31 May 2018

Court Meeting 10.00 a.m. on 4 June 2018(3)

General Meeting 10.15 a.m. on 4 June 2018(4)

The following dates are indicative only

and are subject to change(5)

Court Hearing A date expected to be no later than

14 days after the satisfaction

or, where applicable, waiver of

Conditions 4 and 5, which is expected

to be in the third quarter of 2018 (“D”)

Last day of dealings in, and for registration of transfers of,

and disablement in CREST of, CityFibre Shares D+1 Business Day

Scheme Record Time 6.00 p.m. on D+1 Business Day

Dealings in CityFibre Shares suspended 7.30 a.m. on D+2 Business Days

Effective Date of the Scheme D+2 Business Days

Cancellation of admission to trading of CityFibre Shares by 8.00 a.m. on D+3 Business Days

Latest date for despatch of cheques or settlement through

CREST in respect of the Cash Consideration. By D+14

Latest date by which the Scheme must be implemented 31 October 2018(6)

Notes:

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the

Court Meeting (excluding any part of a day that is not a Business Day). Blue Forms of Proxy not so lodged may be handed to

the Chairman of the Court Meeting or a representative of the Registrar in attendance before the start of the Court Meeting. Please

see “Action to be taken” in paragraph 16 of Part 2 (Explanatory Statement) of this document.

(2) White Forms of Proxy for the General Meeting must be lodged at least 48 hours prior to the time appointed for the General

Meeting (excluding any part of a day that is not a Business Day). White Forms of Proxy may NOT be handed to the Chairman

of the General Meeting or representatives of the Registrar in attendance at the General Meeting. Please see “Action to be taken”

in paragraph 16 of Part 2 (Explanatory Statement) of this document.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will

be 6.00 p.m. on the day which is two days (excluding any part of a day that is not a Business Day) before the date set for such

adjourned Meeting.

(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5) These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set

out in Part 4 (Conditions and further terms of the Acquisition and the Scheme) of this document are satisfied or (if applicable)

waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. CityFibre will

give notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory

Information Service. All CityFibre Shareholders have the right to attend the Court Hearing.

(6) The latest date by which the Scheme must be implemented may be extended by agreement between CityFibre and Bidco with

the prior consent of the Panel and (if required) the approval of the Court.

The Court Meeting and the General Meeting will both be held at the offices of CMS Cameron

McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

8

ACTION TO BE TAKEN

FOR THE REASONS SET OUT IN THIS DOCUMENT, THE CITYFIBRE BOARD

UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOUR OF THE SCHEME AT THE

COURT MEETING AND IN FAVOUR OF THE SPECIAL RESOLUTION RELATING TO THE

ACQUISITION TO BE PROPOSED AT THE GENERAL MEETING, AS THE CITYFIBRE

DIRECTORS HAVE IRREVOCABLY UNDERTAKEN TO DO IN RESPECT OF THEIR OWN

BENEFICIAL HOLDINGS OF CITYFIBRE SHARES, AND THAT YOU TAKE THE ACTION

DESCRIBED BELOW.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS

POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR

AND REASONABLE REPRESENTATION OF CITYFIBRE SHAREHOLDER OPINION. YOU

ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF

PROXY OR DELIVER YOUR VOTING INSTRUCTIONS BY ONE OF THE OTHER METHODS

MENTIONED BELOW AS SOON AS POSSIBLE.

Enclosed documents

Please check you have received the following with this document:

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

2. a white Form of Proxy for use in respect of the General Meeting; and

3. a reply paid envelope for use within the United Kingdom.

If you have not received all of these documents please contact the Registrar on the helpline telephone

number set out below.

Voting at the Court Meeting and the General Meeting

The Scheme will require approval at a meeting of the Scheme Shareholders convened by order of the Court

to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon

Street, London, EC4N 6AF at 10.00 a.m. on 4 June 2018. Implementation of the Scheme will also require

the passing of the Special Resolution by CityFibre Shareholders at the General Meeting to be held at the

same place at 10.15 a.m. on 4 June 2018 (or as soon thereafter as the Court Meeting has concluded or been

adjourned).

Voting using the Forms of Proxy

Whether or not you plan to attend the Meetings, you are requested to complete and sign:

1. the blue Form of Proxy; and

2. the white Form of Proxy,

and return them BOTH to the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater

Road, Bristol BS99 6ZY as soon as possible, but in any event so as to be received by the following times

and dates:

Blue Forms of Proxy for the Court Meeting 10.00 a.m. on 31 May 2018

White Forms of Proxy for the General Meeting 10.15 a.m. on 31 May 2018

(or, in the case of an adjourned Meeting, not less than 48 hours prior to the time and date set for the adjourned

Meeting (excluding any part of a day that is not a Business Day)).

Both Forms of Proxy and a reply paid envelope (for postage from within the UK) are enclosed.

9

Return of your completed Forms of Proxy will enable your votes to be counted at the Meetings in the event

of your absence. If the blue Form of Proxy for use at the Court Meeting is not lodged by 10.00 a.m. on

31 May 2018, it may be handed to the Chairman of the Court Meeting or to a representative of the Registrar

in attendance before the start of the Court Meeting and will still be valid. If not lodged before the time set

out above, the white Form of Proxy for use at the General Meeting will be invalid.

Voting using an electronic proxy appointment

CityFibre Shareholders may submit their proxy appointments electronically at

www.investorcentre.co.uk/eproxy by following the instructions on the website. If you choose to appoint a

proxy electronically, you will need to input the Control Number, PIN and Shareholder Reference Number as

set out in the enclosed Forms of Proxy. For an electronic proxy appointment to be valid, the appointment

must be received by CityFibre’s Registrars, Computershare, not later than 48 hours (excluding any part of a

day that is not a Business Day) before the Court Meeting or General Meeting (as applicable) (or, in the case

of an adjourned meeting, by no later than 48 hours before the time fixed for the holding of the adjourned

meeting (excluding any part of a day that is not a Business Day)). CityFibre Shareholders are advised to read

the terms and conditions of use carefully.

Voting using a proxy appointment through CREST

If you hold CityFibre Shares in uncertificated form through CREST and wish to appoint a proxy or proxies

through the CREST electronic proxy appointment service may do so using the procedures described in the

CREST Manual, which can be viewed at www.euroclear.com. CREST personal members or other CREST

sponsored members, and those CREST members who have appointed a service provider(s), should refer to

their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their

behalf.

In order for a proxy appointment or instruction made using the CREST system to be valid, the appropriate

CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with

Euroclear’s specifications, and must contain the information required for such instruction, as described in

the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes

the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must,

in order to be valid, be transmitted so as to be received by the Registrar (participant ID 3RA50) not later than

48 hours (excluding any part of a day that is not a Business Day) before the Court Meeting or the General

Meeting (as applicable) or, in the case of an adjourned meeting, by no later than 48 hours before the time

fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). For

this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the

message by the CREST application host) from which the Registrars are able to retrieve the message by

enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that

Euroclear does not make available special procedures in CREST for any particular message. Normal system

timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the

responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal

member, or CREST sponsored member, or has appointed a voting service provider, to procure that his

CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a

message is transmitted by means of the CREST system by any particular time. CREST members and, where

applicable, their CREST sponsors or voting system providers, are referred, in particular, to those sections of

the CREST Manual concerning practical limitations of the CREST system and timings. CityFibre may treat

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

The completion and return of the Forms of Proxy or the electronic appointment of a proxy will not prevent

you from attending and voting at the Court Meeting or the General Meeting, or any adjournment thereof, in

person should you wish to do so and should you be so entitled.

10

Multiple proxy voting instructions

As a registered CityFibre Shareholder, you are entitled to appoint a proxy in respect of some or all of your

CityFibre Shares. You are also entitled to appoint more than one proxy. A space has been included on the

Forms of Proxy to allow you to specify the number of CityFibre Shares in respect of which that proxy is

appointed. The principles applied to multiple proxy voting instructions are detailed below.

Principles applied to multiple proxy voting instructions

If you wish to appoint more than one proxy in respect of your shareholding, you should photocopy the Forms

of Proxy, as required. You may appoint more than one proxy in relation to each Meeting, provided that each

proxy is appointed to exercise the rights attaching to a different CityFibre Share or Shares held by you. The

following principles will apply in relation to the appointment of multiple proxies:

1. Where a proxy does not state the number of CityFibre Shares to which it applies (a “blank proxy”)

then, subject to the following principles where more than one proxy is appointed, that proxy is

deemed to have been appointed in relation to the total number of CityFibre Shares registered in the

name of the appointing member (the “member’s entire holding”). In the event of a conflict between a

blank proxy and a proxy which does state the number of CityFibre Shares to which it applies (a

“specific proxy”), the specific proxy shall be counted first, regardless of the time it was delivered or

received (on the basis that, as far as possible, the conflicting forms of proxy should be judged to be

in respect of different CityFibre Shares) and the remaining CityFibre Shares will be apportioned to

the blank proxy (pro rata if there is more than one).

2. Where there is more than one proxy appointed and the total number of CityFibre Shares in respect of

which proxies are appointed is no greater than the member’s entire holding, it is assumed that proxies

are appointed in relation to different CityFibre Shares, rather than that conflicting appointments have

been made in relation to the same CityFibre Shares. That is, there is only assumed to be a conflict

where the aggregate number of CityFibre Shares in respect of which proxies have been appointed

exceeds the member’s entire holding.

3. When considering conflicting proxies, later proxies will prevail over earlier proxies and a later proxy

will be determined on the basis of which proxy is last delivered or received.

4. If conflicting proxies are delivered or received at the same time in respect of (or deemed to be in

respect of) an entire holding and if CityFibre is unable to determine which was delivered or received

last, none of them will be treated as valid.

5. Where the aggregate number of CityFibre Shares in respect of which proxies are appointed exceeds

a member’s entire holding, all appointments will be rendered invalid.

6. If a member appoints a proxy or proxies and then decides to attend the Court Meeting or General

Meeting in person and votes using his poll card (as applicable), then the vote in person will override

the proxy vote(s). If the vote in person is in respect of the member’s entire holding then all proxy votes

will be disregarded. If, however, the member votes at the Meeting in respect of less than the member’s

entire holding then, if the member indicates on his poll card that all proxies are to be disregarded, that

shall be the case; but if the member does not specifically revoke proxies, then the vote in person will

be treated in the same way as if it were the last received proxy and earlier proxies will only be

disregarded to the extent that to count them would result in the number of votes being cast exceeding

the member’s entire holding.

7. In relation to the preceding paragraph, in the event that a member does not specifically revoke

proxies, it will not be possible for CityFibre to determine the intentions of the member in this regard.

However, in the light of the aim to include votes wherever and to the fullest extent possible, it will be

assumed that earlier proxies should continue to apply to the fullest extent possible.

11

Shareholder Helpline

If you have any questions relating to this document or the completion and return of the Forms of

Proxy, please call the Registrar on 0370 707 1168 from within the UK or +44 370 707 1168 if calling

from outside the UK. Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to

Friday. Calls to the helpline from outside the UK will be charged at applicable international rates.

Different charges may apply to calls from mobile telephones and calls may be recorded and randomly

monitored for security and training purposes. The helpline cannot provide advice on the merits of the

Scheme nor give any financial, legal or tax advice.

12

PART 1

LETTER FROM THE CHAIRMAN OF CITYFIBRE

INFRASTRUCTURE HOLDINGS PLC

CityFibre Infrastructure Holdings PLC(Registered in England and Wales under company number 08772997)

Directors: Registered office:Chris Stone (Chairman) 15 Bedford Street

Greg Mesch (Chief Executive Officer) London

Terry Hart (Chief Financial Officer) WC2E 9HE

Mark Collins (Director of Strategy and Public Affairs)

Gary Mesch (Non-Executive Director)

Sally Davis (Non-Executive Director)

Stephen Charlton (Non-Executive Director)

Spencer Lake (Non-Executive Director)

10 May 2018

To: CityFibre Shareholders and, for information only, to participants in the CityFibre Share Plans andholders of the Warrants

Dear CityFibre Shareholder,

Recommended proposal for the cash acquisition of CityFibre Infrastructure Holdings plc by Connect

Infrastructure Bidco Limited

1. Introduction

On 24 April 2018, the CityFibre Board and the Bidco Board announced that they had reached agreement on

the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be

issued ordinary share capital of CityFibre. The Acquisition is to be effected by means of a scheme of

arrangement between CityFibre and the Scheme Shareholders under Part 26 of the Companies Act.

Bidco is a newly incorporated company indirectly jointly-controlled by a consortium consisting of Antin and

WSIP. Further information relating to Antin, WSIP and Bidco can be found in paragraph 5 of the letter from

Rothschild set out in Part 2 (Explanatory Statement) of this document and in Part 7 (Additional Information)

of this document.

I am now writing to you, on behalf of the CityFibre Board, to set out the terms of the Acquisition, to explain

the background to and reasons for our unanimous recommendation of the Acquisition and to seek your

support and approval of the Scheme.

2. Summary of the terms of the Acquisition

The Acquisition will, if approved, be effected by means of a court-sanctioned scheme of arrangement

between CityFibre and the Scheme Shareholders under Part 26 of the Companies Act. In compliance with

section 897 of the Companies Act, full details of the Scheme are set out in the explanatory statement in Part 2

(Explanatory Statement) of this document.

Under the terms of the Acquisition, which is subject to the satisfaction (or waiver) of the Conditions (and to

the further terms of the Acquisition) as described in paragraph 7 of Part 2 (Explanatory Statement) of this

document and set out in full in Part 4 (Conditions and further terms of the Scheme and the Acquisition) of

this document, Scheme Shareholders will be entitled to receive:

for each CityFibre Share   81 pence in cash

13

The Acquisition values the entire issued and to be issued ordinary share capital of CityFibre at approximately

£537.8 million on the basis of a fully diluted ordinary share capital of 663,912,892 CityFibre Shares and

represents a premium of approximately:

• 92.9 per cent. to the Closing Price of 42 pence per CityFibre Share on 23 April 2018 (being the last

Business Day prior to the publication of the Rule 2.7 Announcement); and

• 47.3 per cent. to the Placing share price of 55 pence per CityFibre Share on 28 July 2017.

The Acquisition is subject to the Conditions and certain further terms set out in Part 4 (Conditions andfurther terms of the Scheme and the Acquisition) of this document, including the sanction of the Scheme by

the Court and the receipt of the relevant clearances from the competition and regulatory authorities, in

particular those in the EU and China. Subject to these clearances being obtained, the expected transaction

timetable is set out on page 8 (Expected Timetable of Principal Events) of this document.

Further information about the Acquisition is provided in Part 2 (Explanatory Statement) of this document.

3. Background to and reasons for the Acquisition

Bidco believes that CityFibre represents an attractive investment opportunity and that it can deliver

meaningful growth and attain a strong market position with the appropriate funding and support. In

particular, Bidco is attracted to CityFibre’s holistic and synergistic approach to building Gigabit Cities by

satisfying demand across a range of sectors via one shared full fibre infrastructure, including public sector

and business connectivity, residential broadband connectivity and fibre to mobile towers and small cells.

CityFibre has been an early mover in the provision of exclusively fibre optic connectivity in local access

networks in the UK and has a targeted expansion plan to deploy full fibre infrastructure to further towns and

cities. It has established a wholesale model supported by a large portfolio of business and public-sector

channel partners consuming CityFibre’s fibre connectivity. Expansion to the residential market is

underpinned by a 20-year framework strategic partnership with Vodafone to provide full fibre connectivity

to one million homes across 12 existing towns and cities, which is expected to be largely complete by the

end of 2021. The agreement further provides for the potential for expansion to five million homes across

approximately 50 towns and cities by 2025. CityFibre’s dense full fibre infrastructure strategy positions it

well to be a supplier to mobile towers and small cells where it is present.

Bidco believes that CityFibre will be ideally placed to consolidate its position as the leading alternative

digital infrastructure provider in the UK.

This vision will require significant capital, which may be more easily sourced by a private company. Bidco

believes that with the support of two committed, specialist infrastructure investors, CityFibre will gain strong

and experienced partners with a long-term focus.

4. Background to and reasons for recommending the Acquisition

Since its formation in 2011, CityFibre has become established as an independent provider of wholesale fibre

infrastructure, providing full fibre connectivity services through designing, building, owning, and operating

fibre optic network infrastructure. CityFibre is a wholesale operator of fibre networks in towns and cities in

the UK, building Gigabit Cities by satisfying demand across a range of sectors via one shared full fibre

infrastructure, including public-sector and business connectivity, residential broadband connectivity, and

fibre to mobile towers and small cells.

CityFibre has been on a transformational journey since its AIM IPO in 2014, including the acquisition of

network assets from KCOM for £90 million and from Redcentric Solutions Limited for £5 million in 2016,

followed by the acquisition of wholesale service provider Entanet Holdings Limited for £29 million in 2017.

In November 2017, CityFibre secured a major 20-year strategic partnership with Vodafone to roll-out full

fibre connectivity to one million UK homes across 12 existing towns and cities, which is expected to be

largely complete by the end of 2021. The agreement further provides for the potential to expand to five

million homes across approximately 50 towns and cities by 2025 that, when deployed, would position the

company’s infrastructure across approximately 20 per cent. of the current UK broadband market.

14

Whilst the CityFibre Board believes CityFibre has a strong future as an independent listed company, it

acknowledges the benefits of CityFibre being a private company, including creating the required

environment and enabling it to obtain finance from private capital rather than via public markets, which is

required to support the vision for full fibre infrastructure in the UK.

Having considered the opportunity, the CityFibre Board believes the Consortium’s offer represents

compelling value given the balance of future opportunities and risks facing the business. The offer allows

CityFibre Shareholders to crystallise in cash the value of their holdings at a premium of 92.9 per cent. to the

Closing Price of a CityFibre Share on 23 April 2018, being the last Business Day prior to the publication of

the Rule 2.7 Announcement and a premium of 47.3 per cent. to the Placing share price on 28 July 2017 of

55 pence per CityFibre Share.

The CityFibre Board, together with its financial adviser Rothschild, has considered the offer price and

deliverability of the Acquisition. Accordingly, the CityFibre Board is recommending unanimously the

Acquisition to CityFibre Shareholders as set out in paragraph 15 below.

5. Irrevocable undertakings and letter of intent

Bidco has received irrevocable undertakings from:

5.1 each of the CityFibre Directors in respect of a total of 3,796,954 CityFibre Shares, representing

approximately 0.60 per cent. of the existing issued ordinary share capital of CityFibre as at close of

business on 9 May 2018 (being the last Business Day prior to the publication of this document); and

5.2 each of Invesco Asset Management Limited, Sand Grove Capital Management LLP, Pelham Capital

Ltd, Jupiter Asset Management Limited, Melqart Asset Management (UK) Ltd, Arrowgrass Master

Fund Ltd and MVN Asset Management Limited in respect of a total of 362,940,667 CityFibre Shares,

representing approximately 57.37 per cent. of the existing issued ordinary share capital of CityFibre

as at close of business on 9 May 2018 (being the latest practicable date prior to the publication of this

document), to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or

procure the voting, in favour of the Special Resolution to be proposed at the General Meeting or, if

(with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a

Takeover Offer, to accept, or procure the acceptance of such Takeover Offer.

In addition to the irrevocable undertakings from the CityFibre Directors and other shareholders referred to

above, Bidco has received a letter of intent from Odey Asset Management LLP to vote, or procure the voting,

to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Special

Resolution to be proposed at the General Meeting in respect of a total of 67,388,000 CityFibre Shares

representing approximately 10.65 per cent. of the existing issued ordinary share capital of CityFibre on

9 May 2018 (being the latest practicable date prior to the publication of this document).

Therefore, in aggregate, Bidco has received irrevocable undertakings and a non-binding letter of intent to

vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in

favour of the Special Resolution to be proposed at the General Meeting or, if (with the consent of the Panel)

Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the

acceptance of such Takeover Offer, with respect to a total of 434,125,621 CityFibre Shares, representing

approximately 68.62 per cent. of the existing issued ordinary share capital of CityFibre on 9 May 2018, being

the latest practicable date before the publication of this document.

Further details of these irrevocable undertakings (including the circumstances in which they will lapse) are

set out in paragraph 4 of Part 7 (Additional Information) of this document.

6. Intentions with regard to CityFibre’s business, employees and pension scheme(s)

Intentions in respect of CityFibreBidco believes that CityFibre, as a leading alternative provider of wholesale full-fibre network infrastructure

in the UK, represents an attractive investment opportunity which can deliver meaningful growth and attain

a strong market position with the appropriate funding and support.

15

Bidco is supportive of CityFibre’s development, and intends to work with management to maximise its

future potential by supporting the deployment of CityFibre’s high capacity, full fibre infrastructure across

key market verticals including corporate and public sector connectivity, Fibre to the Home (FTTH), and

connectivity for mobile, small cells and macro sites, including Fibre to the Tower (FTTT).

Accordingly, Bidco believes that CityFibre’s development would be better suited for private ownership, with

finance from private capital rather than via public markets. Bidco will support the deployment by CityFibre

of its infrastructure within both existing and new towns and cities. Private ownership would also free

CityFibre from the requirement to meet the public equity market’s shorter term reporting requirements,

expectations, and the costs and constraints associated with being a listed company. Overall, Bidco will focus

on growing the long-term strategic value of CityFibre’s business.

Following completion of the Acquisition, Bidco will work with CityFibre’s senior management to carry out

a strategic review of CityFibre’s operations and business lines, with the objective of establishing a long-term

growth strategy for CityFibre’s rollout of fibre infrastructure. The outcome of the strategic review may result

in changes to the employee base, locations and operations of CityFibre, however Bidco has not yet

developed any such proposals.

In addition, Bidco has no intention of changing CityFibre’s research and development function, changing the

location of CityFibre’s headquarters and headquarters functions or redeploying CityFibre’s fixed assets.

Other than as described above, Bidco has no intention of effecting a material change to the strategic plans

or operations of the business.

Intentions in respect of management and employeesBidco attaches great importance to the skills, expertise and experience of the existing management and

employees of CityFibre and believes that they will have greater opportunities arising out of the proposed

Acquisition. However, once CityFibre ceases to be a listed company, it is anticipated that a small number of

corporate and support functions, including PLC related functions, may require reduced headcount or

redeployment to other functions. Bidco has not yet developed proposals as to how any such headcount

reductions or redeployment, if any, would be implemented.

Bidco intends to enter into discussions with senior management of CityFibre in due course regarding their

continuing involvement in the Company following completion of the Acquisition.

Bidco confirms that, following completion of the Acquisition, the existing contractual and statutory

employment rights, including in relation to pensions, of all CityFibre employees will be fully safeguarded in

accordance with applicable law.

Bidco does not intend to seek to terminate the continued employment (or make any material change in the

terms of employment or in the balance of the skills and functions) of the employees and management of

CityFibre or its subsidiaries. Bidco confirms that it does not have any intentions regarding CityFibre’s

business that would affect contributions into CityFibre’s pension plan, the accrual of benefits for existing

members, or the admission of new members, in accordance with applicable law. Bidco intends that CityFibre

should continue implementing its strategy to expand its presence in areas where its operations are currently

based as well as new locations which create long-term growth opportunities, though it is possible that some

existing locations may not be retained. Bidco has not yet developed proposals as to how any such changes

to existing locations to support the rollout would be made. Bidco expects that such plan may create

opportunities for CityFibre’s employees to move within the growing CityFibre network. Bidco does not

otherwise have any strategic plans for CityFibre which will have any likely repercussions on employment or

locations of the CityFibre Group’s places of business.

The Non-Executive Directors of CityFibre have confirmed that they intend to resign upon completion of the

Acquisition. Each such Non-Executive Director will receive any accrued director fees, payment for notice

periods and expenses due under their respective letters of appointment.

16

Management incentivisation arrangementsFollowing the Scheme becoming Effective, Bidco intends to review the management, governance and

incentive structure of CityFibre. Bidco has not entered into, and has not had discussions or made proposals

to enter into, any form of incentivisation arrangements with members of CityFibre’s management, but may

put in place incentive arrangements for certain members of the CityFibre management team following

completion of the Acquisition.

No statements in this paragraph 6 constitute “post-offer undertakings” for the purposes of Rule 19.5 of the

Code.

Views of the CityFibre BoardIn considering the recommendation of the Acquisition to the CityFibre Shareholders, the CityFibre Board

has given due consideration to Bidco’s strategic plan for the Company, its likely repercussions on employees

and the locations of the business, together with the effects of implementation of the Acquisition on the

Company’s interests, including employment.

However, in light of Bidco’s intention to carry out a strategic review of CityFibre’s operations and business

lines and Bidco’s statement that it has not yet developed any proposals for changes to the employee base,

locations and operations of CityFibre, the CityFibre Board is unable to express a more detailed opinion on

Bidco’s strategic plans for the Company other than the statements made below in this paragraph 6.

The CityFibre Board welcomes Bidco’s confirmation that CityFibre represents an attractive investment

opportunity which can deliver meaningful growth and attain a strong market position with the appropriate

funding and support. The CityFibre Board also welcomes Bidco’s intention to work with management to

maximise the Company’s future potential by supporting deployment of the Company’s high capacity, full

fibre infrastructure across the key market verticals of public sector, business, consumer and mobile and notes

Bidco’s view that this would be better suited for private ownership with finance from private capital.

The CityFibre Board welcomes Bidco’s confirmation that, following completion of the Acquisition, the

existing contractual and statutory employment rights, including in relation to pensions, of all CityFibre’s

employees will be fully safeguarded in accordance with applicable law.

The CityFibre Board supports Bidco’s intention that the Company continues to implement its strategy to

expand in areas where it is currently based as well as new locations, but notes that it is possible that some

existing locations may not be retained. The CityFibre Board also notes that Bidco has not yet developed

proposals as to how any such changes to existing locations to support the rollout would be made, however,

it is encouraged by the expectation of Bidco that such proposals may create opportunities for CityFibre’s

employees to move within the growing CityFibre network.

The CityFibre Board is pleased to note that Bidco attaches great importance to the skills, expertise and

experience of the existing management and employees, and Bidco’s belief that employees will have greater

opportunities arising out of the proposed Acquisition. However, the CityFibre Board regrets that Bidco

anticipates that, once CityFibre ceases to be a listed company, a small number of corporate and support

functions, including PLC related functions, may require reduced headcount or redeployment to other

functions. The CityFibre Board is, however, encouraged that only a small number of such functions may be

reduced, and welcomes Bidco’s confirmation that Bidco does not otherwise intend to seek to terminate the

continued employment (or make any material changes in the terms of employment or, balance of skills and

functions) of the employees.

17

7. CityFibre Share Plans and Warrants

Information relating to the effect of the Scheme on holders of options or awards under the CityFibre Share

Plans and holders of Warrants is set out in paragraph 10 of Part 2 (Explanatory Statement) of this document.

Participants in the CityFibre Share Plans and holders of Warrants will shortly receive further details of the

action they can take in respect of their options/awards and the Warrants.

As announced today, CityFibre has granted additional awards under the CityFibre Infrastructure Holdings

plc Long Term Incentive Plan and the CityFibre Infrastructure Holdings plc Non-Employee Long Term

Incentive Plan. These new awards relate to 8,100,728 CityFibre Shares in total and details of the new awards

granted to the CityFibre Directors are set out in paragraph 5.2 of Part 7 (Additional Information) of this

document. As with all the other participants in the CityFibre Share Plans, participants in these new awards

will shortly receive further details of the action they can take in respect of their new awards.

8. Current trading and prospects of CityFibre

On 24 April 2018, CityFibre announced the final results of the CityFibre Group for the financial year ended

31 December 2017. A copy of that announcement is available on the CityFibre website at

www.cityfibre.com. The results announcement contained the following statements on the outlook for the

CityFibre Group as summarised below:

8.1 The CityFibre Group continues to make significant progress in achieving its strategic vision, and the

CityFibre Board congratulates the staff on their commitment, tenacity and hard work in bringing the

CityFibre Group to this critical juncture in its development. The Company completed 2017 with

considerable momentum, delivering sizeable public sector contracts in the period, further

demonstrating the demand for next generation infrastructure.

8.2 The Company’s primary focus in 2018 is on execution, delivering on its early stage commitments to

Vodafone under the joint FTTP project and continuing to generate strong organic growth through the

expanded wholesale channel. The CityFibre Directors and management continue to assess the

Company’s resourcing as the Company moves into this new phase of delivery, against the background

of a rapidly evolving UK fibre infrastructure market.

8.3 The strong momentum generated in the second half of 2017 has continued into 2018. The Company

has begun the execution of its Vodafone commitments in addition to securing new business wins

through both Entanet and additional enterprise and public sector sales traction.

9. Deferred Shares

The Deferred Shares will not form part of, and will be unaffected by, the Acquisition and the Scheme.

10. United Kingdom taxation

A summary of certain aspects of UK taxation, which is intended as a general guide only, is set out in Part 5

(United Kingdom Taxation) of this document.

If you are in any doubt as to your tax position, or if you are subject to tax in a jurisdiction outside the UK,

you are strongly advised to consult an appropriate independent professional adviser immediately.

11. Overseas Shareholders

Overseas Shareholders should refer to paragraph 13 of Part 2 (Explanatory Statement) of this document.

12. Delisting of CityFibre Shares and re-registration

Prior to the Scheme becoming Effective, an application will be made by CityFibre to the London Stock

Exchange for the cancellation of admission to trading of CityFibre Shares on the London Stock Exchange’s

AIM market. The cancellation will take place shortly after the Effective Date.

18

It is further intended that dealings in CityFibre Shares will be suspended, with the last day of dealings in,

and for registration of transfers of, CityFibre Shares expected to be the Business Day immediately following

the Court Hearing, and at 7.30 a.m. on the next Business Day immediately following that date the trading of

CityFibre Shares on AIM will be suspended. No transfers of CityFibre Shares will be registered after the

Scheme Record Time, other than the registration of CityFibre Shares released, transferred or issued under

the CityFibre Share Plans or the Warrants and any corresponding transfers under the CityFibre Articles.

On the Effective Date, share certificates in respect of CityFibre Shares will cease to be valid and entitlements

to CityFibre Shares held within the CREST system will be cancelled.

It is intended that following the Scheme becoming Effective, and after the CityFibre Shares have been

delisted, CityFibre will be re-registered as a private company pursuant to section 651 of the Companies Act.

13. Action to be taken

Your attention is drawn to paragraph 16 of Part 2 (Explanatory Statement) of this document which explain

the actions you should take in relation to the Scheme.

Notices convening the Court Meeting and General Meeting are set out in Part 9 (Notice of Court Meeting)

and Part 10 (Notice of General Meeting) respectively of this document.

If you have any questions relating to this document or the completion and return of the Forms of Proxy,

helplines are available. Please see pages 9 to 12 (Action to be Taken) for details. Please note that calls to the

helpline number may be monitored or recorded and that, for legal reasons, the helplines cannot provide

advice on the Acquisition or its merits or give any personal, legal, financial or tax advice.

14. Further information

Your attention is drawn to the explanatory statement set out in Part 2 (Explanatory Statement) of this

document and to the full Scheme set out in Part 3 (The Scheme of Arrangement) of this document. Your

attention is further drawn to the Conditions in Part 4 (Conditions and further terms of the Acquisition andthe Scheme), Part 5 (United Kingdom Taxation) and Part 7 (Additional Information) of this document.

You are advised to read the whole of this document and not just rely on the summary information contained

in this letter or the explanatory statement.

15. Recommendation

The CityFibre Board, which has been so advised by Rothschild as to the financial terms of the Acquisition,

consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the CityFibre

Board, Rothschild has taken into account the commercial assessments of the CityFibre Board. Rothschild is

providing independent financial advice to the CityFibre Board for the purposes of Rule 3 of the Code.

Accordingly, the CityFibre Board unanimously recommends that all Scheme Shareholders vote, or procure

the voting, in favour of the Scheme at the Court Meeting and all CityFibre Shareholders (to the extent

eligible) vote, or procure the voting, in favour of the Special Resolution to be proposed at the General

Meeting, as all members of the CityFibre Board who hold interests in CityFibre Shares (in a personal

capacity or through members of their immediate family, related trusts or a nominee or nominees) have

irrevocably undertaken to do, or procure be done, in respect of their own beneficial holdings (and the

beneficial holdings of members of their immediate families, related trusts or nominee(s)) of 3,796,954

CityFibre Shares, representing, in aggregate, approximately 0.60 per cent. of the issued ordinary share

capital of CityFibre at 9 May 2018 (being the latest practicable date before publication of this document).

Yours faithfully

Chris Stone

ChairmanCityFibre Infrastructure Holdings plc

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PART 2

EXPLANATORY STATEMENT(IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT)

N M Rothschild & Sons Limited

New Court, St. Swithin’s Lane

London EC4N 8AL

10 May 2018

To: CityFibre Shareholders and, for information only, to participants in the CityFibre Share Plans and theholders of Warrants

Dear Sir/Madam,

Recommended cash acquisition of CityFibre Infrastructure Holdings plc by Connect Infrastructure

Bidco Limited

1. Introduction

On 24 April 2018, the CityFibre Board and the Bidco Board announced that they had reached agreement on

the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be

issued ordinary share capital of CityFibre. The Acquisition is to be effected by means of a Court-sanctioned

scheme of arrangement between CityFibre and its shareholders under Part 26 of the Companies Act.

The Scheme requires, amongst other things, the approval of the Scheme Shareholders and the sanction of the

Court.

Your attention is drawn to the letter from the Chairman of CityFibre, set out in Part 1 (Letter from theChairman of CityFibre Infrastructure Holdings plc) of this document, which forms part of this

Explanatory Statement. That letter contains, amongst other things, the unanimous recommendation

of the Acquisition by the CityFibre Board to CityFibre Shareholders to vote or procure votes in favour

of the resolutions to be proposed at the Court Meeting and the General Meeting (set out in

paragraph 15 of Part 1 (Letter from the Chairman of CityFibre Infrastructure Holdings plc) of this

document) and an explanation of the background to and reasons for recommending the Acquisition.

The CityFibre Board has been advised by Rothschild as to the financial terms of the Acquisition. Rothschild

has been authorised by the CityFibre Board to write to you to explain the terms of the Acquisition (and the

Scheme) and to provide you with other relevant information. This Explanatory Statement contains a

summary of the provisions of the Scheme. The terms of the Scheme are set out in full in Part 3 (The Schemeof Arrangement) of this document. Your attention is also drawn to the Conditions and further terms of the

Acquisition set out in Part 4 (Conditions and further terms of the Acquisition and the Scheme) of this

document and to the additional information set out in Part 7 (Additional Information) of this document.

2. Summary of the terms of the Acquisition

Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive:

for each CityFibre Share 81 pence in cash

The Acquisition values the entire issued ordinary share capital of CityFibre at approximately £537.8 million

on the basis of a fully diluted ordinary share capital of 663,912,892 CityFibre Shares and represents a

premium of approximately:

• 92.9 per cent. to the Closing Price of 42 pence per CityFibre Share on 23 April 2018 (being the last

Business Day prior to the date of the Rule 2.7 Announcement); and

• 47.3 per cent. to the Placing share price of 55 pence per CityFibre Share on 28 July 2017.

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If you wish the Scheme to become Effective, you are urged to sign and return the enclosed Forms of Proxy

as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme

at the Meetings, the Scheme will not become Effective.

Details of the arrangements for the payment of the Cash Consideration are set out in paragraph 15 below.

3. Dividend Policy

CityFibre is not proposing a final dividend for the financial year ended 31 December 2017. If any dividend

or other distribution (including any return of capital) is authorised, declared, made or paid by CityFibre in

respect of CityFibre Shares on or after 24 April 2018 (being the date of the Rule 2.7 Announcement), Bidco

reserves the right to reduce the amount of consideration payable in respect of such CityFibre Share by the

amount of all or part of any such dividend or distribution, in which case the relevant eligible CityFibre

Shareholders will be entitled to receive and retain such dividend and/or distribution.

4. Information on CityFibre

CityFibre is a wholesale operator of fibre networks in towns and cities outside London. CityFibre provides

fibre connectivity services through designing, building, owning, and operating open access shared fibre optic

infrastructure that enables gigabit-capable connectivity for internet service providers, connectivity resellers,

integrators and mobile network operators, who in-turn deliver digital connectivity solutions to their end

customers spanning the public sector, business, mobile operator and residential markets.

CityFibre operates across the UK, and currently has full fibre optic metropolitan area networks in 42 towns

and cities including: Aberdeen, Bristol, Coventry, Edinburgh, Glasgow, Leeds, Manchester, Milton Keynes,

Peterborough, and York. Furthermore, the Company owns and operates a long distance fibre optic network

that interconnects 22 of its current towns and cities.

CityFibre is a provider of ‘full fibre’ infrastructure, meaning there is no copper or co-axial cable used for the

provision of data connectivity services in CityFibre’s networks. This sets it apart from other infrastructure

competitors who rely heavily on legacy copper and co-axial cables for connecting to premises on all but a

small percentage of their networks.

CityFibre’s network is constructed to provide high capacity fibre infrastructure that is able to serve four

primary market verticals:

• Public sector – fibre connectivity to council buildings, schools, hospitals, CCTV;

• Business – fibre connections to enterprises and SMEs (often referred to as Fibre to the Premises –

FTTP);

• Mobile operators – fibre connections to mobile base stations and small cells for 4G and future

5G mobile services (often referred to as Fibre to the Tower – FTTT); and

• Consumers – fibre connections to homes (often referred to as Fibre to the Home – FTTH).

2017 was a significant year for CityFibre, securing a major 20-year framework strategic partnership with

Vodafone to provide full fibre connectivity to one million homes across 12 existing towns and cities which

is expected to be largely complete by the end of 2021. The agreement further provides for the potential to

expand to five million homes across approximately 50 towns and cities by 2025. Prior to the publication of

the Rule 2.7 Announcement, Aberdeen, Milton Keynes and Peterborough had been announced as the first

wave of cities pursuant to the Vodafone Agreement. On 24 April 2018, CityFibre further announced the next

of wave of cities under the Vodafone Agreement as Coventry, Edinburgh, Huddersfield and Stirling.

In August 2017, CityFibre acquired Entanet Holdings Limited, a wholesale only service provider which, for

the 12 months ended 31 December 2016, supported the connectivity needs of approximately 1,500 channel

partners in the business and residential markets. Entanet has become the primary route for CityFibre to sell

its wholesale full fibre connectivity to the channel partners in the business vertical.

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At the end of 2017 CityFibre secured two public sector contracts in Scotland: a 19-year framework

agreement with Commsworld/CGI for full fibre connectivity to Glasgow City Council and an additional

15 year agreement with Capita for the expansion of the public services network in Aberdeen.

The ordinary shares of CityFibre have been listed on the AIM Market of the London Stock Exchange since

2014 under the symbol CITY.

For the financial year ended 31 December 2017, CityFibre generated revenue of £34.8 million, an operating

loss of £7.7 million and loss before tax of £16.6 million.

5. Information on the Consortium and Bidco

AntinAntin Infrastructure Partners is a leading independent European private equity firm focused on infrastructure

investments. The firm invests solely in infrastructure, with a primary focus on European infrastructure assets

across the telecom, energy and environment, transport and social sectors. Antin Infrastructure Partners has

successfully raised in 2010 and fully invested a first fund of €1.1 billion as well as a second fund in 2014 of

€2 billion, and a third fund of €3.6 billion (at the hard cap) in December 2016. Antin Infrastructure Partners’

funds are backed by more than 100 institutional investors from Europe, North America, the Middle East,

Asia and Australia, including pension funds, insurance companies, asset managers and sovereign wealth

funds. Antin Infrastructure Partners has raised €7.4 billion of capital since its inception, including co-

investment by its institutional investors alongside the funds.

Antin Infrastructure Partners has significant experience in acquiring and owning telecom infrastructure

assets. Telecom is one of Antin Infrastructure Partners’ core investment sectors and Antin Infrastructure

Partners has reviewed and analysed a large number of opportunities in this space, including successful

investments in fibre (Eurofiber in the Netherlands and Belgium), and tower operators (Axion in Spain and

FPS Towers in France). Further, on 16 February 2018, Antin entered into a definitive agreement to acquire

FirstLight Fiber in the United States of America; the transaction is expected to close in the second half of

2018. Antin Infrastructure Partners has an in-depth understanding of the relevant business models, key risks

and growth drivers involved in owning telecom assets.

WSIPWest Street Infrastructure Partners is one of a series of funds managed by Goldman Sachs within its

Merchant Banking Division to make direct investments in infrastructure and infrastructure-related assets and

companies globally. Goldman Sachs is a leading global investment banking, securities and investment

management firm headquartered in New York and with offices around the world, including London. With

over $163 billion of capital raised since 1986 (as of 31 December 2017) Goldman Sachs’ Merchant Banking

Division is one of the world’s leading private investing platforms, with a mandate to manage Goldman

Sachs’ private investment activities across dedicated corporate, real estate and infrastructure investment

strategies. Since the inception of the infrastructure business in 2006, the Merchant Banking Division has

raised more than $13 billion of capital dedicated to the infrastructure investment strategy, including co-

investment by its institutional investors alongside the funds.

West Street Infrastructure Partners has substantial experience in communication infrastructure assets. Its

partner infrastructure funds have invested in the US telecom sector in Unison and Vertical Bridge (telecom

towers) and ExteNet (small cells and distributed network services). Affiliated funds managed by Goldman

Sachs within its Merchant Banking Division have invested in several European communication

infrastructure companies, including Kabel Deutschland, Cablecom and Get.

BidcoBidco is a newly incorporated England and Wales company, formed on behalf of, and which is indirectly

jointly-controlled by, Antin and WSIP for the purpose of implementing the Acquisition. Save as for costs

incurred in connection with its incorporation and the Acquisition, Bidco has not, since its incorporation,

traded prior to the date of this document.

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6. Description of the Scheme

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement between

CityFibre and the Scheme Shareholders under Part 26 of the Companies Act. The procedure requires

approval by the Scheme Shareholders at the Court Meeting and the CityFibre Shareholders at the General

Meeting, and sanction of the Scheme by the Court. The Scheme is set out in full at Part 3 (The Scheme ofArrangement) of this document.

The Scheme Shareholders are those holders of CityFibre Shares at the Scheme Record Time (including

holders of CityFibre Shares issued before the Scheme Record Time pursuant to awards granted under the

CityFibre Share Plans or the Warrants), other than any CityFibre Shares which are held by CityFibre as

Treasury Shares or by Bidco or any member of the Bidco Group.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued

ordinary share capital of CityFibre.

The Scheme involves an application by CityFibre to the Court to sanction the Scheme, which will involve

the Scheme Shares being transferred to Bidco, in consideration for which Scheme Shareholders will receive

the Cash Consideration on the basis set out in paragraph 2 above.

The Acquisition will lapse if:

6.1 the Court Meeting and the General Meeting are not held by the 22nd day after 4 June 2018 (or such

later date as may be agreed between CityFibre and Bidco and the Court may approve, subject to the

Code and, if required, the consent of the Panel);

6.2 the Court Hearing to approve the Scheme is not held by the 22nd day after the expected date of such

hearing, which is expected to be not later than 14 days following the satisfaction, or where applicable,

waiver of Conditions 4 and 5 (or such date as may be agreed between CityFibre and Bidco, subject to

the Code and, if required, the consent of the Panel); or

6.3 the Scheme does not become Effective by the Longstop Date.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether

or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted,

whether or not they voted in favour).

If you wish the Scheme to become Effective, you are urged to sign and return the enclosed Forms of

Proxy as soon as possible. You should note that if there is insufficient Scheme Shareholder support for

the Scheme at the Meetings, the Scheme will not become Effective.

The last day of dealings in, and for registration of transfers of, CityFibre Shares is expected to be the

Business Day immediately following the Court Hearing, following which CityFibre Shares will be

suspended from trading on the London Stock Exchange’s AIM market at 7.30 a.m. on the next Business Day.

No transfers of CityFibre Shares will be registered after the Scheme Record Time, other than the registration

of CityFibre Shares released, transferred or issued under the CityFibre Share Plans or the Warrants and any

corresponding transfers under the CityFibre Articles.

Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for the

cancellation of admission to trading on the London Stock Exchange’s AIM market of the CityFibre Shares.

The cancellation will take place on the day following the Effective Date.

On the Effective Date, share certificates in respect of the Scheme Shares will cease to be valid. In addition,

on the Effective Date, entitlements to Scheme Shares held within the CREST system will be cancelled.

It is proposed that, following the Scheme becoming Effective, and after the CityFibre Shares have been

delisted, CityFibre will be re-registered as a private company.

Further details of the Scheme and the Meetings are set out in paragraph 8 below and Part 3 (The Scheme ofArrangement) of this document.

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7. Conditions to the Acquisition and the Scheme

The Scheme is subject to the satisfaction (or waiver) of the Conditions as described in this paragraph 7 and

set out in full in Part 4 (Conditions and further terms of the Acquisition and the Scheme) of this document.

The Scheme and the Acquisition are conditional upon all Conditions having been satisfied (or, where

applicable, waived) and the Scheme becoming Effective by no later than the Longstop Date. In particular,

the Scheme is conditional upon:

7.1 approval of the Scheme by the requisite majority of Scheme Shareholders at the Court Meeting or at

any adjournment of such meeting as described in paragraph 8 below;

7.2 the Special Resolution necessary to implement the Scheme, as set out in the notice of the General

Meeting contained in Part 10 (Notice of General Meeting) of this document being duly passed by the

requisite majority of CityFibre Shareholders at the General Meeting as described in paragraph 8

below or at any adjournment of such meeting;

7.3 the sanction (without modification or, as are agreed by CityFibre and Bidco, with modification) of the

Scheme by the Court as described in paragraph 8 below; and

7.4 certain regulatory approvals in the EU and China.

The Scheme can only become Effective if all Conditions, including shareholder approvals and the sanction

of the Court, have been satisfied (or, where applicable, waived). The Scheme will become Effective upon a

copy of the Court Order being delivered to the Registrar of Companies for registration. This is expected to

occur in the third quarter of 2018.

8. Description of the Meetings

Before the Court’s sanction can be sought for the Scheme, the Scheme will require the approval of the

Scheme Shareholders by the passing of a resolution at the Court Meeting. The Court Meeting is being held

at the direction of the Court to seek the approval of the Scheme Shareholders for the Scheme. The General

Meeting is being convened to seek the approvals of the CityFibre Shareholders to authorise the CityFibre

Directors to implement the Scheme and to amend the articles of association of CityFibre as described in

paragraph 8.3 below.

The Court Meeting and the General Meeting will be held at the offices of CMS Cameron McKenna Nabarro

Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF. Notices of the Court Meeting and

the General Meeting are set out in Part 9 (Notice of the Court Meeting) and Part 10 (Notice of the GeneralMeeting) of this document respectively. Entitlements to attend and vote at the Meetings and the number of

votes which may be cast at them will be determined by reference to holdings of CityFibre Shares as shown

in the register of members of CityFibre at the time specified in the notice of the relevant Meeting.

Any CityFibre Shares which Bidco or any other member of the Bidco Group (or their respective nominees)

may acquire before the Court Meeting are not Scheme Shares and therefore none of Bidco or any other

member of the Bidco Group (or their respective nominees) is entitled to vote at the Court Meeting in respect

of the CityFibre Shares held or acquired by it and will not exercise the voting rights attaching to these

CityFibre Shares at the General Meeting.

8.1 The Court MeetingThe Court Meeting, which has been convened for 10.00 a.m. on 4 June 2018, is being held at the

direction of the Court to seek the approval of the Scheme Shareholders for the Scheme. At the Court

Meeting, voting will be by way of poll and each Scheme Shareholder present in person or by proxy

will be entitled to one vote for each Scheme Share held. The approval required at the Court Meeting

is a majority in number of those Scheme Shareholders who are present and vote, either in person or

by proxy, and who represent 75 per cent. or more in value of all Scheme Shares voted by such Scheme

Shareholders.

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Scheme Shareholders have the right to raise any objections they may have to the Scheme at the Court

Meeting.

It is important that as many votes as possible are cast (whether in person or by proxy) at the

Court Meeting so that the Court may be satisfied that there is a fair and reasonable

representation of Scheme Shareholder opinion.

You are therefore strongly encouraged to complete and return the blue Form of Proxy or otherwise

appoint a proxy electronically (as described in paragraph 16 below) for the Court Meeting as soon as

possible and, in any event, so as to be received by 10.00 a.m. on 31 May 2018. A blue Form of Proxy

for the Court Meeting not lodged at the relevant time may be handed to the Chairman of the Court

Meeting or a representative of the Registrar in attendance before the start of the Court Meeting and

will still be valid.

8.2 The General MeetingIn addition to the Court Meeting, the General Meeting has been convened for 10.15 a.m. on 4 June

2018 or as soon thereafter as the Court Meeting has concluded or been adjourned, to consider and, if

thought fit, pass the Special Resolution (which requires votes in favour representing at least

75 per cent. of the votes cast) to approve:

(a) the authorisation of the CityFibre Directors to take all such actions as they may consider

necessary or appropriate to give effect to the Scheme; and

(b) certain amendments to the CityFibre Articles as described below.

Voting on the Special Resolution will be by way of a poll. All CityFibre Shareholders present in

person or by proxy will be entitled to vote on the Special Resolution. White Forms of Proxy for the

General Meeting should be returned as soon as possible and in any event, so at to be received by

10.15. a.m. on 31 May 2018. White Forms of Proxy may NOT be handed to the Chairman of the

General Meeting or the representatives of the Registrar in attendance at the General Meeting and

therefore must be returned by the above mentioned time to be valid.

8.3 Amendments to the articles of association of CityFibreIt is proposed that the CityFibre Articles be amended so as to ensure that any CityFibre Shares which

are issued after the CityFibre Articles are amended but prior to the Scheme Record Time will be

subject to, and the holders of such shares be bound by, the Scheme. It is also proposed that the

CityFibre Articles be amended so that any CityFibre Shares issued to any person other than Bidco (or

its nominee(s)) on or after the Scheme Record Time will be immediately transferred to Bidco (or as

it may direct) for the Cash Consideration as would have been paid to the holder of such shares

pursuant to the Scheme as if they were Scheme Shares.

It is further proposed to amend the CityFibre Articles so that, in the event of any reorganisation of, or

material alteration to, the share capital of CityFibre carried out after the Effective Date, the value of

the Cash Consideration payable by Bidco upon the automatic acquisition by it of any CityFibre Share

issued to any person other than itself or its nominee after such reorganisation or alteration shall be

adjusted so as to reflect such reorganisation or alteration. These provisions will avoid any person

(other than Bidco or its nominee) being left with CityFibre Shares after the Scheme becomes

Effective.

The proposed amendments to the CityFibre Articles are set out in full in the notice of the General

Meeting in Part 10 (Notice of the General Meeting) of this document.

8.4 Entitlement to vote at the MeetingsEach CityFibre Shareholder who is entered in CityFibre’s register of members at the Voting Record

Time (expected to be 6.00 p.m. (London time) on 31 May 2018) will be entitled to attend, vote and

speak on all resolutions to be put to the Court Meeting and the General Meeting. If either Meeting is

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adjourned, only those CityFibre Shareholders on the register of members at 6.00 p.m. (London time)

on the date which is two days (excluding any part of a day that is not a Business Day) before the

adjourned meeting will be entitled to attend and vote. Each eligible CityFibre Shareholder is entitled

to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not

be a shareholder of CityFibre but must attend the Meetings.

The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically

shall not prevent a CityFibre Shareholder from attending, voting and speaking in person at either

Meeting or any adjournment thereof if such shareholder wishes and is entitled to do so. In the event

of a poll on which a CityFibre Shareholder votes in person, his/her proxy votes lodged with the

Registrar and, in the case of the Court Meeting, the Chairman of the Court Meeting, will be excluded.

If you are in any doubt as to whether or not you are permitted to vote at the Meetings or regarding the

completion and return of the Forms of Proxy, please call the Registrar on 0370 707 1168 from within

the UK or +44 370 707 1168 if calling from outside the UK. Calls outside the United Kingdom will

be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m.

(London time), Monday to Friday, excluding public holidays in England and Wales. Please note that

the Registrar cannot provide any financial, legal or tax advice and calls may be recorded and

monitored for security and training purposes.

Further information on the actions to be taken is set out in paragraph 16 below.

8.5 Modifications to the SchemeThe Scheme contains a provision for CityFibre and Bidco jointly to consent on behalf of all concerned

to any modifications, additions or conditions to the Scheme which the Court may approve or impose.

The Court would be unlikely to approve of, or impose, any modifications, additions or conditions to

the Scheme which might be material to the interests of Scheme Shareholders unless Scheme

Shareholders were informed of any such modification, addition or condition. It would be a matter for

the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should

be held. Similarly, if a modification, addition or condition is put forward which, in the opinion of the

CityFibre Board, is of such a nature or importance as to require the consent of Scheme Shareholders

at a further meeting, the CityFibre Directors will not take the necessary steps to make the Scheme

Effective unless and until such consent is obtained.

8.6 Sanction of the Scheme by the CourtUnder the Companies Act, the Scheme also requires the sanction of the Court. The Court Hearing to

sanction the Scheme is expected to be held in the third quarter of 2018, subject to the prior satisfaction

(or waiver) of the Conditions set out in Part 4 (Conditions and further terms of the Acquisition andthe Scheme) of this document, including receipt of the relevant clearances from the relevant

competition and regulatory authorities in the EU and China.

Following sanction by the Court, the Scheme will become Effective in accordance with its terms upon

a copy of the Court Order being delivered to the Registrar of Companies for registration.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders irrespective of

whether or not they attended or voted in favour of the Scheme at the Court Meeting or in favour of

the Special Resolution at the General Meeting.

If the Scheme does not become Effective by the Longstop Date, the Scheme will not become Effective

and the Acquisition will not proceed.

8.7 Alternative means of implementing the AcquisitionBidco reserves the right to elect, with the consent of the Panel, and subject to the terms of the

Consortium Bid Agreement and the Co-operation Agreement, to implement the Acquisition by way

of a Takeover Offer. In such event, such offer will (unless otherwise determined by Bidco and subject

to the consent of the Panel) be implemented on the same terms and conditions, so far as applicable,

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as those which would apply to the Scheme subject to appropriate amendments to reflect the change

in method of effecting the Acquisition including (without limitation and subject to the consent of the

Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per

cent., as Bidco may decide) of the voting rights then exercisable at a general meeting of CityFibre,

including, for this purpose, any such voting rights attaching to CityFibre Shares that are

unconditionally allotted or issued, and to any Treasury Shares which are unconditionally transferred

or sold by CityFibre, before the Takeover Offer becomes or is declared unconditional as to

acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or

otherwise. an acceptance condition.

9. Financing the Acquisition

The Consideration payable by Bidco to Scheme Shareholders pursuant to the Acquisition will be financed

by equity to be invested in Bidco. Greenhill and Goldman Sachs International, as financial advisers to Bidco,

are satisfied that sufficient resources are available to satisfy in full the Cash Consideration payable to

Scheme Shareholders under the terms of the Acquisition.

Until the earlier of the Longstop Date and any repayment or refinancing of the Proventus Facility, the

CityFibre Directors intend to retain not less than £70 million of CityFibre’s existing cash resources, which may

be used to pay the Existing Debt Repayment Amount, if required, following completion of the Acquisition

and, accordingly, to ensure that it retains sufficient uncommitted cash reserves to enable it to do so.

10. Effect of the Scheme on the CityFibre Share Plans and Warrants

The Acquisition will affect participants in the CityFibre Share Plans and holders of the Warrants. In

summary, Bidco and CityFibre have agreed that Bidco will make appropriate proposals to the holders of

options and awards under the CityFibre Share Plans and holders of the Warrants in accordance with Rule 15

of the Code. Further details of these arrangements will be communicated to participants of the CityFibre

Share Plans and holders of the Warrants in due course. Awards and options which vest and are exercised prior

to the Scheme Record Time and Warrants that are exercised prior to the Scheme Record Time will be

satisfied by the allotment, issue or transfer of CityFibre Shares prior to the Scheme Record Time and those

CityFibre Shares will be subject to the Scheme.

11. The CityFibre Directors and the effect of the Scheme on their interests

The names of the CityFibre Directors and the details of their interests in the share capital of CityFibre

including in respect of options, awards and Warrants in respect of such share capital are set out in

paragraph 5.2 of Part 7 (Additional Information) of this document. CityFibre Shares held by CityFibre

Directors will be subject to the Scheme.

Paragraph 10 above will apply to the interests of CityFibre Directors who are participants in the CityFibre

Share Plans or holders of Warrants in the same manner as in the case of other participants in the CityFibre

Share Plans and holders of Warrants.

Particulars of the service contracts and letters of appointment of the CityFibre Directors are set out in

paragraph 6 of Part 7 (Additional Information) of this document.

As outlined in paragraph 5 of Part 1 (Letter from the Chairman of CityFibre Infrastructure Holdings plc) of

this document, Bidco has received irrevocable undertakings from each of the CityFibre Directors to vote (or

procure the vote) in favour of the resolution to be proposed at the Court Meeting and in favour of the Special

Resolution to be proposed at the General Meeting in respect of, in aggregate, 3,796,954 CityFibre Shares,

representing approximately 0.60 per cent. of CityFibre’s issued ordinary share capital at the close of business

on 9 May 2018, being the latest practicable date before publication of this document.

Save as disclosed in this document, the effect of the Scheme on the interests of the CityFibre Directors does

not differ from its effect on the like interests of any other person.

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12. United Kingdom taxation

The summary in Part 5 (United Kingdom Taxation) of this document is intended as a general guide only. If

you are in any doubt as to your tax position, or if you are subject to tax in a jurisdiction outside the United

Kingdom, you are strongly advised to consult your independent professional adviser immediately.

13. Overseas Shareholders

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may

be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the

United Kingdom should inform themselves about, and observe, any applicable requirements. This document

and the accompanying documents have been prepared for the purposes of complying with English law and

the City Code and the information disclosed may not be the same as that which would have been disclosed

if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside

England and Wales.

This document does not constitute an offer to sell or an invitation to purchase or subscribe for any securities

or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction

in which such offer or solicitation is unlawful. This document does not constitute a prospectus or a

prospectus equivalent document.

The Acquisition will be made solely through this document, and, in the case of certificated CityFibre Shares,

the Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including

details of how to vote in favour of the Acquisition. Any response in relation to the Acquisition should be

made only on the basis of the information contained in this document, the Forms of Proxy or any other

document by which the Acquisition is made.

This document and the accompanying documents have been prepared in connection with proposals in

relation to a scheme of arrangement pursuant to and for the purpose of complying with the laws of England

and Wales, the City Code and the AIM Rules and information disclosed may not be the same as that which

would have been prepared in accordance with the laws of jurisdictions outside England and Wales. Nothing

in this document or the accompanying documents should be relied on for any other purpose.

The Acquisition relates to the shares in an English company and is proposed to be made by means of a

scheme of arrangement or Takeover Offer, as applicable, provided for under the laws of England and Wales.

A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender

offer rules under the US Securities Exchange Act of 1934 (the “US Exchange Act”). Accordingly, the

Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom

to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.

However, Bidco reserves the right to elect (with the consent of the Panel and, subject to the terms of the

Consortium Bid Agreement and the Co-operation Agreement,) to implement the Acquisition by way of a

Takeover Offer for the entire issued and to be issued ordinary share capital of CityFibre as an alternative to

the Scheme. In such event, the Acquisition shall be implemented on substantially the same terms, so far as

applicable, as those which would apply to a scheme of arrangement, subject to appropriate amendments,

including (without limitation) an acceptance condition at a level permitted by the Panel. If Bidco were to

elect to implement the Acquisition by means of a Takeover Offer, it shall be made in compliance with all

applicable laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and

no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies or their nominees or

brokers (acting as agents) may, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the

US Exchange Act, make certain purchases of, or arrangements to purchase, CityFibre Shares outside such a

Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such

purchases or arrangements to purchase were to be made, they would be made outside the United States and

would comply with applicable law, including the US Exchange Act. Such purchases or arrangements to

purchase may occur either in the open market at prevailing prices or in private transactions at negotiated

prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the

Regulatory Information Service of the London Stock Exchange and will be available on the London Stock

Exchange website at http://www.londonstockexchange.com.

28

Neither the US Securities and Exchange Commission nor any US state securities commission has expressed

an opinion about: (a) the Scheme or the Acquisition; (b) the merits or fairness of the Scheme or the

Acquisition; or (c) the adequacy or accuracy of the disclosure in this document and it is an offence in the

United States to claim otherwise.

It may be difficult for Overseas Shareholders located in the United States to enforce their rights and any

claim arising out of US federal laws, since CityFibre and Bidco are located in a non-US jurisdiction and

some or all of their officers and directors may be resident in a non-US jurisdiction. Overseas Shareholders

located in the United States may not be able to sue a non-US company or its officers or directors in a non-

US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company

and its affiliates to subject themselves to a US court’s judgement.

The receipt of the Cash Consideration pursuant to the Acquisition by an Overseas Shareholder located in the

United States as consideration in accordance with the terms of the Acquisition will be a taxable transaction

for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax

laws. Each Overseas Shareholder is urged to consult his independent professional adviser immediately

regarding the tax consequences of the Acquisition applicable to him or her.

The implications of the Scheme for Overseas Shareholders may be affected by the laws of the relevant

jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal

requirements. It is the responsibility of each Overseas Shareholder to satisfy himself as to full observance of

the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental,

exchange control or other consents which may be required, or the compliance with other necessary

formalities which are required to be observed and the payment of any issue, transfer or other taxes due in

such jurisdiction.

It may be difficult for CityFibre Shareholders who are persons resident in jurisdictions other than the home

jurisdictions of CityFibre to enforce any rights and claims that they may have arising under any securities

laws in respect of the Scheme due to the nature of where CityFibre is located, the residences of the CityFibre

Directors and the enforceability of non-domestic judgements.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and

tax consequences of the Scheme.

14. Delisting of CityFibre Shares and re-registration

Prior to the Scheme becoming Effective, an application will be made by CityFibre to the London Stock

Exchange for the cancellation of admission to trading of CityFibre Shares on the London Stock Exchange’s

AIM market. The cancellation will take place shortly after the Effective Date.

It is further intended that dealings in CityFibre Shares will be suspended, with the last day of dealings in,

and for registration of transfers of, CityFibre Shares expected to be the Business Day immediately following

the Court Hearing, and at 7.30 a.m. on the next Business Day the trading of CityFibre Shares on AIM will

be suspended. No transfers of CityFibre Shares will be registered after the Scheme Record Time, other than

the registration of CityFibre Shares released, transferred or issued under the CityFibre Share Plans or the

Warrants and any corresponding transfers under the CityFibre Articles.

On the Effective Date, share certificates in respect of CityFibre Shares will cease to be valid and entitlements

to CityFibre Shares held within the CREST system will be cancelled.

It is intended that following the Scheme becoming Effective, and after the CityFibre Shares have been

delisted, CityFibre will be re-registered as a private company pursuant to section 651 of the Companies Act.

29

15. Settlement

Subject to the Scheme becoming Effective, and in accordance with the terms of the Scheme, settlement of

the Cash Consideration will be effected as soon as practicable, and in any event within 14 days of the

Effective Date in the manner set out below.

15.1 GeneralAll documents and remittances sent through the post will be sent at the risk of the person(s) entitled

to them.

Except with the consent of the Panel, settlement of the Cash Consideration will be implemented in

full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other

analogous right to which Bidco may otherwise be, or claim to be, entitled against any Scheme

Shareholder.

15.2 Where Scheme Shares are held in certificated formWhere, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form,

settlement of the Cash Consideration due shall be by cheque. All cheques shall be in Sterling drawn

on the branch of a UK clearing bank. Payments made by cheque shall be payable to the Scheme

Shareholder concerned and, in the case of joint holders, cheques will be payable to all joint holders

named in the register of members of CityFibre in respect of the joint holding concerned at the Scheme

Record Time. The encashment of any such cheque as is referred to in this paragraph shall be a

complete discharge for the monies represented by it.

All deliveries of cheques required to be made pursuant to the Scheme shall be effected by posting

them by first class post in pre-paid envelopes addressed to the persons entitled to them at their

respective addresses as appearing in the register of members of CityFibre at the Scheme Record Time

(or, in the case of joint holders, at the address of that one of the joint holders whose name stands first

in the register in respect of such joint holding at such time), and neither CityFibre nor Bidco shall be

responsible for any loss or delay in the transmission of cheques sent in this way.

15.3 Where Scheme Shares are held in uncertificated form (that is, in CREST)Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated

form, the settlement of the Cash Consideration due shall be effected by means of Bidco procuring the

creation of an assured payment obligation in CREST for the relevant amount in favour of the

appropriate CREST account through which the relevant Scheme Shareholder holds those

uncertificated Scheme Shares. The creation of an assured payment arrangement shall be a complete

discharge of Bidco’s obligations under the Scheme with reference to payments through CREST.

As from the Scheme Record Time, each holding of CityFibre Shares credited to any stock account in

CREST will be disabled and all CityFibre Shares will be removed from CREST in due course

thereafter.

Bidco reserves the right to pay such Cash Consideration by cheque as set out above in paragraph 15.2

above if, for any reason outside its reasonable control, it is not able to effect settlement through

CREST in accordance with this paragraph 15.3.

16. Action to be taken

You will find enclosed with this document:

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

2. a white Form of Proxy for use in respect of the General Meeting; and

3. a reply paid envelope for use within the United Kingdom.

30

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the

Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder

opinion.

Whether or not you plan to attend both or either of the Meetings in person, you are strongly

encouraged to sign the enclosed Forms of Proxy and return them in accordance with the instructions

printed on those forms by post or, during normal business hours only, by hand to the Registrar at

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as

possible but, in any event, so as to be received by the times and dates below:

Blue Forms of Proxy for the Court Meeting 10.00 a.m. on 31 May 2018

White Forms of Proxy for the General Meeting 10.15 a.m. on 31 May 2018

(or in the case of an adjourned Meeting not less than 48 hours prior to the time and date set for the adjourned

Meeting (excluding any part of a day that is not a Business Day)).

If the blue Form of Proxy for use at the Court Meeting is not lodged by the relevant time, it may be handed

to the Chairman of the Court Meeting or a representative of the Registrar in attendance before the start of

the Court Meeting and will still be valid. However, in the case of the General Meeting, unless the white Form

of Proxy is lodged so as to be received by the relevant time, or in the case of an adjourned meeting, at least

48 hours prior to the time and date set for the adjourned meeting (excluding any part of a day that is not a

Business Day), it will be invalid. The completion and return of the Forms of Proxy, or the making of such

appointment electronically in accordance with the procedures below, will not prevent you from attending and

voting at either the Court Meeting or the General Meeting, or any adjournment of such Meetings, in person

should you wish to do so.

Voting using an electronic proxy appointmentCityFibre Shareholders may submit their proxy appointments electronically at

www.investorcentre.co.uk/eproxy by following the instructions on the website. If you choose to appoint a

proxy electronically, you will need to input the Control Number, PIN and Shareholder Reference Number as

set out in the enclosed Forms of Proxy. For an electronic proxy appointment to be valid, the appointment

must be received by the Registrars, Computershare, not later than 48 hours (excluding any part of a day that

is not a Business Day) before the Court Meeting or General Meeting (as applicable) (or, in the case of an

adjourned meeting, by no later than 48 hours before the time fixed for the holding of the adjourned meeting

(excluding any part of a day that is not a Business Day)). CityFibre Shareholders are advised to read the

terms and conditions of use carefully.

If you wish to appoint more than one proxy please contact the Registrar on 0370 707 1168 from within the

UK or +44 370 707 1168 if calling from outside the UK. Lines are open between 8.30 a.m. and 5.30 p.m.

(London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at applicable

international rates. Different charges may apply to calls from mobile telephones and calls may be recorded

and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits

of the Scheme or give any financial, legal or tax advice. Please note that any electronic communication that

is found to contain a computer virus will not be accepted. The use of the internet service in connection with

the Meetings is governed by the Registrar’s conditions of use set out on the website

www.investorcentre.co.uk/eproxy, which may be read by logging on to that website and entering the

Shareholder Reference Number, Control Number and PIN printed on the Forms of Proxy.

To vote at the Meetings using a proxy appointment through CRESTCREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment

service may do so using the procedures described in the CREST Manual, which can be viewed at

www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST

members who have appointed a service provider(s), should refer to their CREST sponsor or voting service

provider(s), who will be able to take the appropriate action on their behalf.

31

In order for a proxy appointment or instruction made using the CREST system to be valid, the appropriate

CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with

Euroclear’s specifications, and must contain the information required for such instruction, as described in

the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes

the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must,

in order to be valid, be transmitted so as to be received by the Registrar (participant ID 3RA50) not later than

48 hours (excluding any part of a day that is not a Business Day) before the Court Meeting or the General

Meeting (as applicable) or, in the case of an adjourned meeting, by no later than 48 hours before the time

fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). For

this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the

message by the CREST application host) from which CityFibre’s Registrars are able to retrieve the message

by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that

Euroclear does not make available special procedures in CREST for any particular message. Normal system

timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the

responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal

member, or CREST sponsored member, or has appointed a voting service provider, to procure that his

CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a

message is transmitted by means of the CREST system by any particular time. CREST members and, where

applicable, their CREST sponsors or voting system providers, are referred, in particular, to those sections of

the CREST Manual concerning practical limitations of the CREST system and timings. CityFibre may treat

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

The completion and return of the Forms of Proxy or the electronic appointment of a proxy will not prevent

you from attending and voting at the Court Meeting or the General Meeting, or any adjournment thereof, in

person should you wish to do so and should you be so entitled.

If you have any questions relating to completion and return of the Forms of Proxy, please contact the

Registrar on the telephone numbers shown on page 12 (Action to be taken).

17. Further information

The terms of the Scheme are set out in full in Part 3 (The Scheme of Arrangement) of this document. Your

attention is also drawn to the further information contained in this document, in particular to the Conditions

to the implementation of the Scheme and Acquisition in Part 4 (Conditions and further terms of theAcquisition and the Scheme), the information on UK taxation in Part 5 (United Kingdom Taxation), the

financial information on CityFibre in Part 6 (Financial Information on CityFibre Group and Bidco Group)

and the additional information set out in Part 7 (Additional Information) of this document.

Yours faithfully

Anton Black

Managing Directorfor and on behalf of

N M Rothschild & Sons Limited

32

PART 3

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE CR-2018-003245

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (CH D)

IN THE MATTER OF CITYFIBRE

INFRASTRUCTURE HOLDINGS PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

between

CITYFIBRE INFRASTRUCTURE HOLDINGS PLC

and

THE HOLDERS OF THE SCHEME SHARES

(as hereinafter defined)

PRELIMINARY

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

following meanings:

“Bidco” Connect Infrastructure Bidco Limited, a company incorporated in

England and Wales with company number 11320032 whose

registered office is at 3rd Floor 11-12, St James’s Square, London,

United Kingdom SW1Y 4LB;

“Bidco Group” Bidco, its parent undertakings and its and such parent undertakings’

subsidiary undertakings;

“Business Day” a day (excluding Saturdays, Sundays and public holidays) on which

banks are open for business in the United Kingdom;

“Cash Consideration” the cash consideration of 81 pence (£0.81) per Scheme Share,

payable to Scheme Shareholders pursuant to this Scheme;

a share or other security which is not in uncertificated form (that is,

not in CREST);

“CityFibre Shareholders” holders of CityFibre Shares;

“CityFibre Share(s)” the ordinary shares of one penny each in the capital of CityFibre;

“CityFibre Share Plans” the CityFibre Infrastructure Holdings plc Pre-Admission Enterprise

Management Incentive Scheme, the CityFibre Infrastructure

Holdings plc Pre-Admission Non-Employee Share Option Scheme,

the CityFibre Infrastructure Holdings plc Employee Joint Share

Ownership Plan, the CityFibre Infrastructure Holdings plc Non-

Employee Joint Share Ownership Plan, the CityFibre Infrastructure

Holdings plc Qualifying Share Option Scheme, the CityFibre

Infrastructure Holdings plc Non-Employee Share Option Scheme,

“certificated” or

“in certificated form”

33

the CityFibre Infrastructure Holdings plc Long Term Incentive Plan

and the CityFibre Infrastructure Holdings plc Non-Employee Long

Term Incentive Plan;

“Companies Act” the Companies Act 2006 (as amended, modified, consolidated

re-enacted or replaced from time to time);

“Company” or “CityFibre” CityFibre Infrastructure Holdings plc, a company incorporated in

England and Wales with registered number 08772997;

“Court” the High Court of Justice in England and Wales;

“Court Hearing” the hearing by the Court (and any adjournment thereof) of the

application to sanction this Scheme under Part 26 of the Companies

Act, at which the Court Order is expected to be granted;

“Court Meeting” the meeting of the Scheme Shareholders (including any

adjournment thereof) to be convened by order of the Court pursuant

to Part 26 of the Companies Act to consider and, if thought fit,

approve (with or without modification) this Scheme, notice of

which is set out in Part 9 (Notice of the Court Meeting) of the

Scheme Document;

“Court Order” the order of the Court sanctioning this Scheme under Part 26 of the

Companies Act;

“CREST” the relevant system (as defined in the CREST Regulations) in

respect of which Euroclear is the Operator (as defined in the

CREST Regulations) in accordance with which securities may be

held and transferred in uncertificated form;

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755);

“EBT” the CityFibre Employee Benefit Trust established by a deed dated

22 May 2014;

“Effective Date” the date on which this Scheme becomes effective in accordance

with clause 5.1;

“Euroclear” Euroclear UK & Ireland Limited, incorporated in England and

Wales with registered number 02878738;

“Excluded Shares” any CityFibre Shares legally or beneficially owned by any member

of the Bidco Group (if any);

“General Meeting” the general meeting of CityFibre Shareholders (and any

adjournment, postponement or reconvention thereof) to be

convened in connection with the Scheme, notice of which is set out

in the Scheme Document, to consider and, if thought fit, approve

various matters in connection with the implementation of the

Scheme;

“holder” a registered holder and includes any person entitled by

transmission;

“Longstop Date” 31 October 2018 or such later date as may be agreed in writing by

CityFibre and Bidco (with the Panel’s consent and as the Court may

approve (if such approval is required));

“Panel” the Panel on Takeovers and Mergers;

34

“Registrar of Companies” the Registrar of Companies in England and Wales;

“Registrar” Computershare Investor Services PLC, the registrars to the

Company having its registered address at The Pavilions, Bridgwater

Road, Bristol BS13 8AE;

“Scheme” this scheme of arrangement in its present form or with or subject to

any modification, addition or condition approved or imposed by the

Court and agreed to by CityFibre and Bidco;

“Scheme Document” the document dated 10 May 2018 sent by the Company to, amongst

others, CityFibre Shareholders (and persons with information

rights), containing and setting out, among other things, the full

terms and conditions of the Scheme and the notices convening the

Court Meeting and the General Meeting, of which this Scheme

forms part;

“Scheme Record Time” 6.00 p.m. (London time) on the Business Day immediately after the

Court Hearing;

“Scheme Shareholders” holders of Scheme Shares, and a “Scheme Shareholder” shall

mean any one of those Scheme Shareholders;

“Scheme Shares” CityFibre Shares:

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

(ii) (if any) issued after the date of this document but before the

Voting Record Time; and

(iii) (if any) issued at or after the Voting Record Time and before

the Scheme Record Time on terms that the original or any

subsequent holders shall be, or shall have agreed in writing

by such time to be, bound by the Scheme,

save for the Excluded Shares,

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

a share or other security recorded on the relevant register as being

held in uncertificated form in CREST and title to which, by virtue

of the CREST Regulations, may be transferred by means of

CREST;

“Voting Record Time” 6.00 p.m. (London time) on the day which is two days (excluding

any part of a day that is not a Business Day) before the Court

Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day

which is two days (excluding any part of a day that is not a Business

Day) before the date of such adjourned meeting;

“Warrants” the warrants to subscribe for an aggregate of 632,573 CityFibre

Shares granted pursuant to the Warrant Instrument; and

“Warrant Instrument” the deed poll dated 13 January 2014 issued by CityFibre in respect

of the Warrants;

(B) References to clauses are to clauses of this Scheme and references to time are to London time and

references to CityFibre Shares held in treasury are to CityFibre Shares bought but not cancelled where

the purchase was financed out of CityFibre distributable profits.

(C) Where the context so admits or requires, the plural includes the singular and vice versa.

“uncertificated” or

“in uncertificated form”

35

(D) As at the close of business on 9 May 2018, being the latest practicable date prior to the date of this

document, the issued share capital of the Company was £6,383,053.27 divided into 632,651,462

ordinary shares of one penny each and 5,653,865 deferred shares of one penny each, each of which

are credited as fully paid.

(E) As at the close of business on 9 May 2018, being the latest practicable date prior to the date of this

document:

1. there are currently no CityFibre Shares held by CityFibre in treasury;

2. the maximum number of CityFibre Shares under “in the money” options and awards granted

pursuant to the CityFibre Share Plans is 32,654,962. Pursuant to resolutions relating to the

exercise of discretion by the CityFibre Board and the remuneration committee of the Company

pursuant to the CityFibre Share Plans, it is anticipated that awards in respect of up to

32,654,962 CityFibre Shares will vest and/or be exercised under the CityFibre Share Plans;

3. rights to acquire 632,573 CityFibre Shares granted pursuant to the Warrants remain

outstanding. It is anticipated that up to 632,573 CityFibre Shares will be issued pursuant to the

exercise of the Warrants if the Court sanctions this Scheme;

4. the trustee of the EBT holds 10,159,308 CityFibre Shares, of which 2,026,105 CityFibre Shares

will be unencumbered as at the time the Court sanctions this Scheme and will be transferred to

satisfy awards under the CityFibre Share Plans and 8,133,203 CityFibre Shares will be

acquired by Bidco pursuant to this Scheme and the proceeds used by the trustee to discharge a

loan made by the Company to the trustee of the EBT; and

5. no member of the Bidco Group is the registered holder of, or beneficially owns, any CityFibre

Shares.

(F) Bidco has agreed to appear by counsel at the hearing to sanction this Scheme and to submit to be

bound thereby and to execute and do, or procure to be executed and done, all such documents, acts or

things as may be necessary or desirable to be executed or done by it or on its behalf for the purpose

of giving effect to this Scheme (including, without limitation, settling the Cash Consideration payable

to the Scheme Shareholders pursuant to this Scheme).

36

THE SCHEME

1. Transfer of the Scheme Shares

1.1 On the Effective Date, Bidco (and/or its nominee(s)) shall acquire all of the Scheme Shares, fully

paid-up with full title guarantee, and free from all liens, equities, charges, encumbrances, options,

rights of pre-emption and any other third party rights or interests, and together with all rights attached

thereto including voting rights and the right to receive and retain in full all dividends and other

distributions authorised, declared, made or paid by the Company on or after 24 April 2018 and not

deducted from the Cash Consideration in accordance with clause 2.2.

1.2 For such purposes, the Scheme Shares shall be transferred to Bidco (and/or its nominee(s)) by means

of a form of transfer or other instrument or instruction of transfer and to give effect to such transfers

any person may be appointed by the Company as attorney and/or agent and/or otherwise and shall be

authorised as such attorney and/or agent and/or otherwise on behalf of the relevant holder of Scheme

Shares to execute and deliver as transferor a form of transfer or other instrument or instruction of

transfer (whether as a deed or otherwise), or procure the transfer by means of CREST, of such Scheme

Shares and every form, instrument or instruction of transfer so executed or instruction given shall be

as effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby

transferred. Such form of transfer or other instrument or instruction of transfer shall be the principal

instrument of transfer.

1.3 Pending the transfer of the Scheme Shares pursuant to clause 1.2, each Scheme Shareholder

irrevocably appoints Bidco and/or its nominee(s) as its attorney and/or agent and/or otherwise to

exercise on its behalf (in place of and to the exclusion of the relevant Scheme Shareholder) any voting

rights attached to its Scheme Shares and any or all rights and privileges attaching to its Scheme

Shares, to sign on its behalf any documents, and do such things, as may in the opinion of Bidco be

necessary or desirable in connection with the exercising of any votes or other rights or privileges

attached to the relevant Scheme Shares, to sign any consent to short notice of a general or separate

class meeting, to execute a form of proxy in respect of its Scheme Shares appointing any person

nominated by Bidco to attend general and separate class meetings of the Company and to deal with

the Scheme Shares as Bidco thinks fit, and authorises the Company to send to Bidco any notice,

circular, warrant or other document or communication, and to pay to Bidco any dividend or other

distribution, which may be required to be sent or paid to it as a member of the Company and which

will not be deducted from the Cash Consideration in accordance with clause 2.2, such that from the

Effective Date, no Scheme Shareholder shall be entitled to exercise (and irrevocably undertakes not

to exercise) any voting rights attached to the Scheme Shares or any other rights or privileges attaching

to the Scheme Shares.

2. Consideration for the transfer of the Scheme Shares

2.1 In consideration for the transfer of the Scheme Shares as provided in clause 1, Bidco shall (subject to

the remaining provisions of this Scheme) pay to, or for the account of, each Scheme Shareholder 81

pence in cash for each Scheme Share held by the Scheme Shareholder (as appearing in the register of

members of the Company at the Scheme Record Time).

2.2 If prior to the Effective Date, any dividend or other distribution is authorised, declared, made or paid

or becomes payable by the Company, Bidco reserves the right to reduce the Cash Consideration by

the aggregate amount of such dividend or distribution, in which case, the relevant eligible Scheme

Shareholders will be entitled to receive and retain such dividend and/or distribution.

3. Settlement

3.1 As soon as practicable after, but in any event within 14 days of the Effective Date settlement of the

consideration shall be effected as follows:

37

3.1.1 in the case of Scheme Shares which at the Scheme Record Time are in certificated form, Bidco

shall despatch, or procure the despatch of, to the entitled Scheme Shareholders in accordance

with the provisions of clause 3.2, cheques for the Cash Consideration payable to them

respectively pursuant to clause 2; or

3.1.2 in the case of Scheme Shares which at the Scheme Record Time are in uncertificated form,

Bidco shall procure that Euroclear is instructed to create a CREST assured payment obligation

in respect of the Cash Consideration payable to the Scheme Shareholder in accordance with the

CREST payment arrangements, provided that Bidco reserves the right to make payment of the

Cash Consideration by cheque as described in clause 3.1.1 above if, for any reason, is not able

to effect settlement in accordance with this clause 3.1.2.

3.2 All deliveries of cheques required to be made under this Scheme shall be effected by posting the same

by first class post in prepaid envelopes (or by such other method as may be approved by the Panel)

addressed to the persons entitled to them at their respective addresses as appearing in the register of

members of the Company at the Scheme Record Time (or, in the case of joint holders, at the address

of the joint holder whose name stands first in the register of members of the Company in respect of

such joint holding at such time) or in accordance with any special instructions regarding

communications, and none of Bidco, the Company, the Registrar or their respective agents or

nominee(s) shall be responsible for any loss or delay in the transmission or delivery of any cheque or

payment sent in accordance with this clause 3 which shall be sent at the risk of the person entitled to

it.

3.3 All cheques shall be in pounds sterling drawn on a UK clearing bank and payments shall be made to

the Scheme Shareholder and, in the case of joint holders, cheques will be payable to all joint holders

named in the register of members of the Company in respect of such joint holding at the Scheme

Record Time, and the encashment of any such cheque shall be a complete discharge of Bidco’s

obligation to pay the monies represented thereby. In respect of payments made through CREST, Bidco

shall ensure that an assured payment obligation is credited in accordance with CREST assured

payment arrangements. The creation of such a payment arrangement shall be a complete discharge of

Bidco’s obligations under this Scheme with reference to payments made through CREST.

3.4 In the case of any Scheme Shares issued or transferred under the CityFibre Share Plans or the

Warrants after the Court Hearing and before the Scheme Record Time, Bidco may satisfy the

consideration due to the relevant Scheme Shareholders under clause 2 by the payment to CityFibre of

the aggregate consideration no later than 14 days after the Effective Date and CityFibre will procure

that any such sums paid to it are paid to the relevant Scheme Shareholders as soon as practicable and

subject to all deductions or withholdings required by law (including applicable income tax and social

security contributions).

3.5 The provisions of this clause 3 shall be subject to any prohibition or condition imposed by law.

4. Certificates and cancellations

With effect from the Effective Date:

4.1 all certificates representing the Scheme Shares shall cease to have effect as documents of title to the

Scheme Shares comprised therein, and every holder thereof shall be bound at the request of the

Company to deliver up such certificate(s) to the Company or as it may direct, or to destroy them;

4.2 in respect of those Scheme Shareholders holding Scheme Shares in uncertificated form, Euroclear

shall be instructed to cancel such Scheme Shareholders’ entitlements to such Scheme Shares;

4.3 following the cancellation of the entitlements to Scheme Shares of Scheme Shareholders in

uncertificated form, the Company shall be authorised to instruct the Registrar to rematerialise

entitlements to such Scheme Shares; and

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4.4 subject to completion of such transfers, forms, instruments or instructions as may be required in

accordance with clause 1.2 and (if applicable) the payment of stamp duty thereon, the Company shall

procure that appropriate entries shall be made in the register of members of the Company to reflect

the transfer of the Scheme Shares to Bidco.

5. Effective Date

5.1 This Scheme shall become effective upon a copy of the Court Order being delivered to the Registrar

of Companies for registration.

5.2 Unless this Scheme shall become effective on or before the Longstop Date, this Scheme shall never

become effective.

6. Modification

The Company and Bidco 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 approve or impose.

7. Governing law

7.1 This Scheme and any dispute or claim arising out of or in connection with it shall be governed by and

construed in accordance with English law. The rules of the City Code on Takeovers and Mergers will,

so far as they are appropriate, apply to this Scheme.

7.2 The courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out

of or in connection with this Scheme.

Dated: 10 May 2018

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PART 4

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

AND THE SCHEME

Part A: The Conditions

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

provisions of the Code, on or before Longstop Date.

Scheme approval

2. The Scheme will be conditional on:

(a) approval of the Scheme at the Court Meeting by a majority in number of the Scheme

Shareholders on the register of members of CityFibre at the Voting Record Time, present and

voting, whether in person or by proxy, representing 75 per cent. in value of the Scheme Shares

held by those Scheme Shareholders (or the relevant class or classes thereof, if applicable) and

such Court Meeting being held on or before the 22nd day after the expected date of the Court

Meeting set out in this Scheme Document or such later date (if any) as Bidco and CityFibre

may agree and the Court may approve, subject to the Code and, if required, the consent of the

Panel;

(b) the Special Resolution set out in the notice of the General Meeting (and any other resolution

required or necessary to implement the Scheme) being duly passed by the requisite majority

(or majorities, if applicable) at the General Meeting and the General Meeting being held on or

before the 22nd day after the expected date of the General Meeting set out in this Scheme

Document or such later date (if any) as Bidco and CityFibre may agree and the Court may

approve, subject to the Code and, if required, the consent of the Panel; and

(c) the sanction of the Scheme by the Court (without modification or with modification on terms

acceptable to Bidco and CityFibre), the Court Hearing being held on or before the 22nd day

after the expected date of the Court Hearing, which is expected to be no later than 14 days after

the satisfaction or, where applicable, waiver of Conditions 4 and 5 or such later date (if any) as

Bidco and CityFibre may agree and the Court may approve and the delivery of a copy of the

Court Order to the Registrar of Companies of England and Wales.

3. In addition, Bidco and CityFibre have agreed that, subject as stated in Part B of this Part 4 (Conditionsand further terms of the Acquisition and the Scheme) and to the requirements of the Panel, the

Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions

to make the Scheme Effective will not be taken unless the following Conditions have been satisfied

(where capable of satisfaction) and continue to be satisfied pending the commencement of the Court

Hearing or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Antitrust and regulatory approvals and clearances

4. to the extent that the Acquisition or its implementation constitutes a concentration within the scope of

Council Regulation (EC) No. 139/2004 (the “EU Merger Regulation”), the European Commission

deciding that it does not intend to initiate proceedings under Article 6(1)(c) of the EU Merger

Regulation in respect of the Acquisition or to refer the Acquisition (or any aspect of the Acquisition)

to a competent authority of an EEA member state under Article 9(1) of the EU Merger Regulation or

otherwise deciding that the Acquisition is compatible with the internal market pursuant to Article

6(1)(b) of the EU Merger Regulation and the terms or conditions to which any such decision is or may

be subject being acceptable to Bidco, WSIP and Antin in their sole discretion and/or to the extent that

a referral is made to a competent authority of an EEA member state under Article 9(1) of the EU

Merger Regulation such authority reaching a decision to the same effect;

40

5. a filing having been made with and accepted by the Ministry of Commerce of the People’s Republic

of China (“MOFCOM”) pursuant to the Anti-Monopoly Law of the People’s Republic of China and

either MOFCOM having cleared the Acquisition on terms reasonably satisfactory to Bidco, WSIP and

Antin or all applicable waiting periods under the Anti-Monopoly Law of the People’s Republic of

China in respect of the review of the Acquisition having expired;

6. excluding the Conditions set out under paragraphs 4 and 5 of Part A of this Part 4 (Conditions andfurther terms of the Acquisition and the Scheme) above, no Third Party having decided or given notice

of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation,

enquiry or reference (and in each case, not having withdrawn the same), or having required any action

to be taken or otherwise having done anything, or having enacted or made any statute, regulation,

decision, order or change to published practice (and in each case, not having withdrawn the same) and

there not continuing to be outstanding any statute, regulation, decision or order which would or might

reasonably be expected to (in any case to an extent or in a manner which is material in the context of

the Acquisition, the Wider CityFibre Group, or the Wider Bidco Group, as the case may be):

(a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for

such divestiture by any member of the Wider Bidco Group or by any member of the Wider

CityFibre Group of all or any material part of their respective businesses, assets, property or

any shares or other securities (or the equivalent) in any member of the Wider CityFibre Group

or any member of the Wider Bidco Group or impose any material limitation on the ability of

all or any of them to conduct their respective businesses (or any part thereof) or to own, control

or manage any of their respective assets or properties (or any part thereof);

(b) except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Bidco elects to

implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco

Group or the Wider CityFibre Group to acquire or offer to acquire shares, other securities (or

the equivalent) or interest in any member of the Wider CityFibre Group or any asset owned by

any Third Party (other than in connection with the implementation of the Acquisition), in a

manner which is material in the context of the Wider Bidco Group;

(c) impose any material limitation on, or result in a material delay in, the ability of any member of

the Wider Bidco Group, directly or indirectly, to acquire, hold or exercise effectively all or any

rights of ownership in respect of shares or other securities in CityFibre or on the ability of any

member of the Wider CityFibre Group or any member of the Wider Bidco Group, directly or

indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or

any other securities (or the equivalent) in, or to exercise voting or management control over,

any other member of the Wider CityFibre Group or any member of the Wider Bidco Group;

(d) result in any member of the Wider CityFibre Group, or Wider Bidco Group ceasing to be able

to carry on business under any names under which it currently carries on business;

(e) make the Acquisition, its implementation or the acquisition of any shares or other securities in,

or control or management of, CityFibre by any member of the Wider Bidco Group void,

unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly

or indirectly materially prevent or prohibit, restrict, restrain or delay or otherwise to a material

extent interfere with the implementation of, or impose material additional conditions or

obligations with respect to, or otherwise materially challenge, impede, interfere or require

amendment to the terms of the Acquisition or the acquisition of any shares or other securities

in, or control or management of, CityFibre by any member of the Wider Bidco Group;

(f) impose any material limitation on, or result in delay in, the ability of any member of the Wider

Bidco Group or any member of the Wider CityFibre Group to conduct, integrate or coordinate

all or any part of its business with all or any part of the business of any other member of the

Wider Bidco Group and/or the Wider CityFibre Group;

41

(g) require any member of the Wider Bidco Group or any member of the Wider CityFibre Group

to relinquish, terminate or amend in any way any material contract to which any member of the

Wider Bidco Group or any member of the Wider CityFibre Group is a party; or

(h) otherwise materially adversely affect all or any of the business, assets, liabilities, profits,

financial or trading position or prospects of any member of the Wider CityFibre Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any

Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit,

investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction

in respect of the Acquisition or the acquisition of any CityFibre Shares or otherwise intervene having

expired, lapsed or been terminated;

Other regulatory approvals

7. each Third Party, which regulates any member of the Wider CityFibre Group and whose prior

approval, consent or non-objection to any change in control, or acquisition of (or increase in) control

in respect of that or any other member of the Wider CityFibre Group is required, or any Third Party,

whose prior approval, consent or non-objection of the Acquisition is otherwise required, or whose

permissions are required in order to complete the Acquisition, having given its approval, non-

objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having

granted such permissions and in each case where the absence of the same would materially adversely

affect the Wider CityFibre Group, taken as a whole and all such approvals, consents, non-objections

or permissions are in full force and effect and there being no notice of any intention to revoke,

suspend, restrict, modify or not to renew any of the same;

CityFibre Shareholder resolution

8. except with the consent or the agreement of Bidco, no resolution of CityFibre Shareholders in relation

to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or

undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or

scheme) being passed at a meeting of CityFibre Shareholders other than in relation to the Acquisition

or the Scheme and, other than with the consent or the agreement of Bidco, no member of the Wider

CityFibre Group having taken (or agreed or proposed to take) any action that requires, or would

require, the consent of the Panel or the approval of CityFibre Shareholders in accordance with, or as

contemplated by, Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement etc.

9. except as Disclosed, there being no provision of any arrangement, agreement, lease, licence,

franchise, permit or other instrument to which any member of the Wider CityFibre Group is a party

or by or to which any such member or any of its assets is or may be bound, entitled or subject which,

as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco

Group of any shares or other securities in CityFibre or because of a change in the control or

management of any member of the Wider CityFibre Group or otherwise, would or might reasonably

be expected to result in (in each case to an extent which is material in the context of the Wider

CityFibre Group taken as a whole or in the context of the Acquisition):

(a) any monies borrowed by or any other indebtedness or liabilities, actual or contingent, of, or any

grant available to, any member of the Wider CityFibre Group being or becoming repayable or

being capable of being declared repayable immediately or prior to their stated maturity date or

repayment date, or the ability of any such member to borrow monies or incur indebtedness

being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(b) the creation or enforcement of any mortgage, charge or other security interest over the whole

or any part of the business, property or assets of any member of the Wider CityFibre Group or

any such mortgage, charge or security interest (whenever arising or having arisen) becoming

enforceable otherwise than in the ordinary course of business;

42

(c) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights,

liabilities, obligations or interests of any member of the Wider CityFibre Group thereunder,

being, or becoming capable of being, terminated or adversely modified or affected or any

adverse action being taken or any onerous obligation or liability arising thereunder;

(d) any material asset or interest of any member of the Wider CityFibre Group being or falling to

be disposed of or charged or ceasing to be available to any member of the Wider CityFibre

Group or any material right arising under which any such asset or interest could be required to

be disposed of or could cease to be available to any member of the Wider CityFibre Group

otherwise than, in each case, in the ordinary course of business;

(e) any member of the Wider CityFibre Group ceasing to be able to carry on business under any

name under which it presently does so;

(f) the creation of any liability (actual or contingent) by any member of the Wider CityFibre Group

other than trade creditors or other liabilities incurred in the ordinary course of business;

(g) the interests or business of any member of the Wider CityFibre Group in or with any other

person, firm, company or body, or any agreements or arrangements relating to any such

interests or business, being terminated or adversely modified or affected; or

(h) the financial or trading position or the value of any member of the Wider CityFibre Group

being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement,

licence, permit or other instrument, would, as a consequence of the Scheme or the Acquisition, result

in any of the events or circumstances which are referred to in paragraphs (a) to (h) of this Condition

9, in any such case, to an extent which is material in the context of the Wider CityFibre Group taken

as a whole;

Certain events occurring since 31 December 2016

10. except as Disclosed, no member of the Wider CityFibre Group having, since 31 December 2016:

(a) issued or agreed to issue or authorised or announced its intention to authorise or propose the

issue, of additional shares of any class, or securities or securities convertible into, or

exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares,

securities or convertible securities or transferred or sold or agreed to transfer or sell or

authorised the transfer or sale of CityFibre Shares out of treasury (except, where relevant, as

between CityFibre and wholly-owned subsidiaries of CityFibre or between the wholly-owned

subsidiaries of CityFibre and except for the issue or transfer out of treasury of CityFibre Shares

on the exercise of employee share options or vesting of employee share awards in the ordinary

course under the CityFibre Share Plans);

(b) recommended, declared, paid or made, or proposed to, declare, pay or make any bonus,

dividend or other distribution (whether payable in cash or otherwise) other than dividends (or

other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-

owned subsidiary of CityFibre to CityFibre or any of its wholly-owned subsidiaries;

(c) other than pursuant to the Acquisition and except for transactions between CityFibre and its

wholly-owned subsidiaries or between the wholly-owned subsidiaries of CityFibre and

transactions in the ordinary course of business, implemented, effected, authorised or proposed

or announced its intention to implement, effect, authorise or propose any merger, demerger,

reconstruction, amalgamation, scheme, commitment or acquisition, disposal, transfer,

mortgage, charge or creation of any security interest of or over any asset or shares in any

undertaking, or any right, title or interest in any asset which is material in the context of the

Wider CityFibre Group taken as a whole or in the context of the Acquisition;

43

(d) except for transactions between CityFibre and its wholly-owned subsidiaries or between the

wholly-owned subsidiaries of CityFibre and except for transactions in the ordinary course of

business, disposed of, or transferred, mortgaged or created any security interest over any

material asset or any right, title or interest in any material asset or authorised or announced any

intention to do so;

(e) except for transactions between CityFibre and its wholly-owned subsidiaries or between the

wholly-owned subsidiaries of CityFibre issued, authorised or announced an intention to

authorise or propose, the issue of or made any change in or to the terms of any debentures or

become subject to any contingent liability (other than as incurred in the ordinary course of

business) or incurred or increased any indebtedness which is material in the context of the

Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(f) entered into or varied or authorised or announced its intention to enter into or vary any material

contract, arrangement, agreement, transaction or commitment (whether in respect of capital

expenditure or otherwise) except in the ordinary course of business which is of a long term,

unusual or onerous nature or magnitude or which is or which involves or could involve an

obligation of an unusual or onerous nature or magnitude;

(g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to

enter into or vary the terms of any contract, service agreement, commitment or arrangement

with any director or senior executive of any member of the Wider CityFibre Group, otherwise

than in the ordinary course of business;

(h) proposed, agreed to provide or modified the terms of any CityFibre Share Plan, incentive

scheme or other benefit relating to the employment or termination of employment of any

employee of the Wider CityFibre Group which is material in the context of the Wider CityFibre

Group taken as a whole, other than in the ordinary course of business;

(i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of

its own shares or other securities or reduced or made any other change to any part of its share

capital (except, in each case, where relevant, by a wholly-owned subsidiary of CityFibre);

(j) waived, compromised or settled any claim which is material in the context of the Wider

CityFibre Group as a whole or in the context of the Acquisition;

(k) terminated or varied the terms of any agreement or arrangement between any member of the

Wider CityFibre Group and any other person in a manner which would or might reasonably be

expected to have a material adverse effect on the financial position of the Wider CityFibre

Group taken as a whole;

(l) save as required in connection with the adoption of the amended articles of association of

CityFibre in connection with the Acquisition, made any material alteration to its memorandum

or articles of association;

(m) except in relation to changes made or agreed as a result of, or arising from changes to

legislation, made or agreed or consented to any significant change to the following in a way

that is material in the context of the Wider CityFibre Group taken as a whole or in the context

of the Acquisition:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by

any member of the Wider CityFibre Group for its directors, employees or their

dependants;

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

the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or

pensions are calculated or determined; or

44

(D) the basis upon which the liabilities (including pensions) of such pension schemes are

funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider CityFibre Group

taken as a whole;

(n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations

with one or more of its creditors with a view to rescheduling or restructuring any of

its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its

debts generally or ceased or threatened to cease carrying on all or a substantial part of its business

which is material in the context of the Wider CityFibre Group taken as a whole or in the context

of the Acquisition;

(o) (other than in respect of a member of the Wider CityFibre Group which is dormant and was

solvent at the relevant time) taken any steps, corporate action or had any legal proceedings

instituted or threatened in writing against it in relation to the suspension of payments, a

moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution,

reorganisation or for the appointment of a receiver, administrator, manager, administrative

receiver, trustee or similar officer of all or any material part of its assets or revenues or any

analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous

person in any jurisdiction or had any such person appointed, which is in any such case material

in the context of the Wider CityFibre Group taken as a whole or in the context of the

Acquisition;

(p) (except for transactions between CityFibre and its wholly-owned subsidiaries or between

CityFibre’s wholly-owned subsidiaries) made, authorised or announced any change in its loan

capital;

(q) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing

arrangement, partnership or merger of business or corporate entities, which in any such case is

material in the context of the Wider CityFibre Group as a whole or in the context of the

Acquisition; or

(r) entered into any agreement, arrangement, commitment or contract or passed any resolution or

made any offer (which remains open for acceptance) with respect to or announced an intention to,

or to propose to, effect any of the transactions, matters or events referred to in this Condition 10;

No adverse change, litigation or regulatory enquiry

11. except as Disclosed, since 31 December 2016 there having been:

(a) no adverse change and no circumstance having arisen which would reasonably be expected to

result in any adverse change in, the business, assets, financial or trading position or profits,

operational performance or prospects of any member of the Wider CityFibre Group which in

any such case is material in the context of the Wider CityFibre Group taken as a whole or in

the context of the Acquisition;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any

member of the Wider CityFibre Group is or may become a party (whether as a claimant,

defendant or otherwise) having been threatened in writing, announced or instituted by or

against or remaining outstanding against or in respect of, any member of the Wider CityFibre

Group, in each case which would reasonably be expected to have a material adverse effect on

the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or

in respect of any member of the Wider CityFibre Group (or any person in respect of which any

such member has or may have responsibility or liability) having been threatened in writing,

announced, implemented or instituted or remaining outstanding by, against or in respect of any

45

member of the Wider CityFibre Group, in each case, which would reasonably be expected to

have a material adverse effect on the Wider CityFibre Group taken as a whole or in the context

of the Acquisition;

(d) no contingent or other liability having arisen or increased other than in the ordinary course of

business which is reasonably likely to affect adversely the business, assets, financial or trading

position or profits of any member of the Wider CityFibre Group to an extent which is material

in the context of the Wider CityFibre Group taken as a whole or in the context of the

Acquisition; and

(e) no steps having been taken and no omissions having been made which are likely to result in

the withdrawal, cancellation, termination or modification of any licence held by any member

of the Wider CityFibre Group which is necessary for the proper carrying on of its business and

the withdrawal, cancellation, termination or modification of which would reasonably be

expected to have a material adverse effect on the Wider CityFibre Group taken as a whole or

in the context of the Acquisition;

No discovery of certain matters

12. save as Disclosed, Bidco not having discovered that:

(a) any financial, business or other information concerning the Wider CityFibre Group announced

publicly and delivered by or on behalf of CityFibre through a RIS prior to the date of the

Rule 2.7 Announcement or disclosed to any member of the Wider Bidco Group by or on behalf

of any member of the Wider CityFibre Group prior to the date of the Rule 2.7 Announcement

is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to

make that information not misleading, in any such case which is material in the context of the

Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(b) any member of the Wider CityFibre Group is subject to any liability, contingent or otherwise,

arising other than in the ordinary course of business and which is material in the context of the

Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(c) any information which affects the import of any information disclosed at any time by or on

behalf of any member of the Wider CityFibre Group in each case which is material in the

context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(d) no circumstance having arisen or event having occurred in relation to any intellectual property

owned, used or licensed by the Wider CityFibre Group including: (A) any member of the Wider

CityFibre Group losing its title to any intellectual property or any intellectual property owned

by the Wider CityFibre Group being revoked, cancelled or declared invalid, (B) any agreement

regarding the use of any intellectual property licensed to or by any member of the Wider

CityFibre Group being terminated or varied, or (C) any claim being filed suggesting that any

member of the Wider CityFibre Group infringed the intellectual property rights of a third party

or any member of the Wider CityFibre Group being found to have infringed the intellectual

property rights of a third party, in each case which is material in the context of the Wider

CityFibre Group taken as a whole or in the context of the Acquisition;

(e) any past or present member of the Wider CityFibre Group has not complied with any applicable

legislation or regulations of any jurisdiction with regard to the use, treatment, handling,

storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or

hazardous substance or any substance likely to impair the environment or harm human health,

or otherwise relating to environmental matters or the health and safety of any person, or that

there has otherwise been any such use, treatment, handling, storage, transport, release, disposal,

discharge, spillage, leak or emission (whether or not this constituted a noncompliance by any

person with any legislation or regulations and wherever the same may have taken place) which,

in any case, would be likely to give rise to any liability (whether actual or contingent) or cost

46

on the part of any member of the Wider CityFibre Group which in any case is material in the

context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(f) there is, or is likely to be, any liability, whether actual or contingent, to make good, repair,

reinstate or clean up any property now or previously owned, occupied or made use of by any

past or present member of the Wider CityFibre Group or any other property or any controlled

waters under any environmental legislation, regulation, notice, circular, order or other lawful

requirement of any relevant authority or third party or otherwise which in any case is material

in the context of the Wider CityFibre Group taken as a whole or in the context of the

Acquisition;

Anti-corruption, sanctions and criminal property

13. except as Disclosed, Bidco not having discovered that:

(a) (A) any past or present member, director, officer or employee of the Wider CityFibre Group is

or has at any time during the course of such person’s employment with any member of the

Wider CityFibre Group engaged in any activity, practice or conduct which would constitute an

offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other

anti-corruption legislation applicable to the Wider CityFibre Group or (B) any person that

performs or has performed services for or on behalf of the Wider CityFibre Group is or has at

any time during the course of such person’s performance of services for any member of the

Wider CityFibre Group engaged in any activity, practice or conduct in connection with the

performance of such services which would constitute an offence under the Bribery Act 2010,

the US Foreign Corrupt Practices Act of 1977 or any other applicable anticorruption

legislation; or

(b) any material asset of any member of the Wider CityFibre Group constitutes criminal property

as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph

(b) of that definition); or

(c) any past or present member, director, officer or employee of the Wider CityFibre Group, or any

person that performs or has performed services for or on behalf of any such company is or has,

at any time during the course of such person’s employment with, or performance of services

for or on behalf of, any member of the Wider CityFibre Group, engaged in any business with,

made any investments in, made any funds or assets available to or received any funds or assets

from: (A) any government, entity or individual in respect of which US or European Union

persons, or persons operating in those territories, are prohibited from engaging in activities or

doing business, or from receiving or making available funds or economic resources, by US or

European Union laws or regulations, including the economic sanctions administered by the

United States Office of Foreign Assets Control, or HM Revenue & Customs; or (B) any

government, entity or individual targeted by any of the economic sanctions of the United

Nations, the United States, the European Union or any of its member states; or

(d) a member of the Wider CityFibre Group has engaged in any transaction which would cause

Bidco to be in breach of any law or regulation upon its Acquisition with CityFibre, including

the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue

& Customs, or any government, entity or individual targeted by any of the economic sanctions

of the United Nations, the United States, the European Union or any of its member states.

47

Part B: Certain further terms of the Acquisition

1. The Scheme will not become Effective unless the Conditions have been fulfilled or (if capable of

waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no

later than the Longstop Date.

2. To the extent permitted by law and subject to the requirements of the Panel, Bidco reserves the right

to waive, in whole or in part, all or any of Conditions, except Condition 2 (Scheme approval) of Part

A of this Part 4 (Conditions and further terms of the Acquisition and the Scheme).

3. As required by Rule 12.1(b) of the Code, to the extent that the Acquisition would give rise to a

concentration with an EU dimension within the scope of the EU Merger Regulation, the Scheme shall

lapse if (i) the European Commission initiates proceedings in respect of that concentration under

Article 6(1)(c) of the EU Merger Regulation or (ii) following a referral from the European

Commission to the competent authority in the United Kingdom under Article 9(1) of the EU Merger

Regulation the Acquisition becomes subject to a ‘Phase 2’ investigation by the Competition and

Markets Authority before the date of the Court Meeting.

4. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to

the Panel’s consent. In such event, such offer will (unless otherwise determined by Bidco and subject

to the consent of the Panel) be implemented on the same terms and conditions, so far as applicable,

as those which would apply to the Scheme subject to appropriate amendments to reflect the change

in method of effecting the Acquisition including (without limitation and subject to the consent of the

Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per

cent., as Bidco may decide) of the voting rights then exercisable at a general meeting of CityFibre,

including, for this purpose, any such voting rights attaching to CityFibre Shares that are

unconditionally allotted or issued, and to any Treasury Shares which are unconditionally transferred

or sold by CityFibre, before the Takeover Offer becomes or is declared unconditional as to

acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or

otherwise.

5. Bidco reserves the right (with the consent of the Panel and subject to the terms of the Co-operation

Agreement) for any other entity controlled by the Consortium from time to time to implement the

Acquisition.

6. Under Rule 13.5(a) of the Code, Bidco may not invoke a Condition to the Acquisition so as to cause

the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise

to the right to invoke the Condition are of material significance to Bidco in the context of the

Acquisition. Condition 2 (Scheme approval) and Condition 4 (Antitrust and regulatory approval andclearances – EU Merger Regulation) of Part A of this Part 4 (Conditions and further terms of theAcquisition and the Scheme) and, if applicable, any acceptance condition if the Acquisition is

implemented by means of a Takeover Offer, are not subject to this provision of the Code.

7. If Bidco is required by the Panel to make an offer for CityFibre Shares under the provisions of Rule 9

of the Code, Bidco may make such alterations to the Conditions and certain further terms of the

Acquisition as are necessary to comply with the provisions of that Rule.

8. In the event the Acquisition is implemented, the CityFibre Shares under offer will be acquired by

Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges,

encumbrances, rights of preemption and any other third party rights and interests whatsoever and

together with all rights existing at the date of the Rule 2.7 Announcement or thereafter attaching

thereto, including (without limitation) the right to receive and retain, in full, all dividends and other

distributions (if any) declared, made or paid or any other return of capital (whether by way of

reduction of share capital or share premium account or otherwise) made on or after the date of the

Rule 2.7 Announcement in respect of the CityFibre Shares.

9. Subject to the terms of the Scheme, if, on or after the date of the Rule 2.7 Announcement, any

dividend and/or other distribution and/or other return of capital is announced, declared or paid in

48

respect of the CityFibre Shares, Bidco reserves the right, to reduce the offer consideration for the

CityFibre Shares by an amount up to the amount of such dividend and/or distribution and/or return of

capital in which case: (a) any reference in the Rule 2.7 Announcement or in this Scheme Document

to the offer consideration for the CityFibre Shares will be deemed to be a reference to the offer

consideration as so reduced; and (b) the relevant eligible CityFibre Shareholders will be entitled to

receive and retain such dividend and/or distribution and/or return of capital. To the extent that any

such dividend and/or distribution and/or other return of capital announced, declared or paid is:

(x) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or

distribution or return of capital and to retain it; or (y) cancelled, the offer consideration will not be

subject to change in accordance with this paragraph. Any exercise by Bidco of its rights referred to in

this paragraph shall be the subject of an announcement and the consent of the Panel and, for the

avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

10. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by

the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other

than the United Kingdom should inform themselves about and observe any applicable requirements.

Further information in relation to Overseas Shareholders is contained in paragraph 13 of Part 2

(Explanatory Statement) of this Scheme Document.

11. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and

regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by

the use of the mails of, or by any other means or instrumentality (including, but not limited to,

facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce

of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

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

any other Condition.

13. This document, the Rule 2.7 Announcement and any rights or liabilities arising hereunder, the

Acquisition, the Scheme, and the Forms of Proxy will be governed by the laws of England and Wales

and will be subject to the jurisdiction of the courts of England and Wales and the Conditions and

further terms set out in this Part 4 (Conditions and further terms of the Acquisition and the Scheme).

The Scheme will be subject to the applicable requirements of the Code, the Panel, AIM and the FCA.

49

PART 5

UNITED KINGDOM TAXATION

The following statements do not constitute tax advice and are intended as a general guide only to the

UK tax position under current UK legislation and published HM Revenue & Customs practice as at

the date of this document, both of which are subject to change at any time, possibly with retrospective

effect.

These statements deal only with the position of Scheme Shareholders who are resident (and, in the case

of individuals only, domiciled) solely in the UK for tax purposes and who hold their Scheme Shares as

an investment and who are the absolute beneficial owners of the Scheme Shares and of all dividends

of any kind paid in respect of them. They do not apply to certain categories of Scheme Shareholders,

such as dealers in securities, persons who have or are deemed to have acquired their Scheme Shares

by reason of their or another’s employment, persons who hold their Scheme Shares as part of hedging

or conversion transactions, persons who hold their Scheme Shares in CityFibre with a UK branch,

agency or permanent establishment, persons who hold their Scheme Shares by virtue of an interest in

any partnership, collective investment scheme, insurance company, life assurance company, mutual

company, or to CityFibre members or persons who hold their Scheme Shares in a personal equity plan

or individual savings account.

Special tax provisions may apply to Scheme Shareholders who have acquired or who acquire their

Scheme Shares by exercising options or awards under the CityFibre Share Plans, including provisions

imposing a charge to income tax. This summary does not apply to such shareholders and such

shareholders are advised to seek independent professional advice.

Scheme Shareholders who are in any doubt about their taxation position, or who are resident or

otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult their own

professional advisers immediately.

1. UK TAXATION ON CHARGEABLE GAINS

Liability to UK taxation on chargeable gains will depend on the individual circumstances of each Scheme

Shareholder.

The receipt by a Scheme Shareholder of the Cash Consideration under the Scheme will constitute a disposal

of their Scheme Shares for the purposes of UK taxation of chargeable gains which may, depending on the

Scheme Shareholder’s individual circumstances (including the Scheme Shareholder’s base cost and the

availability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK taxation on

chargeable gains or an allowable loss.

For Scheme Shareholders who are individuals capital gains tax is currently charged at a rate of either

10 per cent. or 20 per cent. depending on the total amount of the individual’s taxable income and capital

gains for the tax year, and whether the capital gains annual exemption (which is £11,700 for 2018/2019) is

available to offset any chargeable gain (to the extent it is not otherwise utilised).

If an individual is temporarily resident outside the UK for capital gains tax purposes at the date of disposal,

such individual could, on becoming resident for tax purposes in the UK again, be liable to UK tax on

chargeable gains in respect of disposals made while the individual was temporarily resident outside the UK.

For Scheme Shareholders who are trustees or personal representatives, capital gains tax is currently charged

at the rate of 20 per cent. The annual exemption for the current tax year for trustees is £5,850.

Entrepreneurs’ relief may be available to individuals and trustees, if certain conditions are satisfied, to reduce

the tax rate for all or part of a gain to 10 per cent.

50

For Scheme Shareholders that are within the charge to UK corporation tax (but do not qualify for the

substantial shareholdings exemption in respect of their Scheme Shares), corporation tax will be payable on

any chargeable gains; the current rate of corporation tax is 19 per cent. Indexation allowance will be

available in respect of any period of ownership of the Scheme Shares up until 31 December 2017 to reduce

any chargeable gain arising (but not to create or increase any allowable loss) on the disposal of a company’s

Scheme Shares.

2. UK STAMP DUTY AND STAMP DUTY RESERVE TAX (“SDRT”)

No UK stamp duty or SDRT will be payable by Scheme Shareholders as a result of the Scheme.

51

PART 6

FINANCIAL INFORMATION ON CITYFIBRE GROUP AND

BIDCO GROUP

Recipients of this document should read the whole document and not just rely on the financial information

incorporated by reference in this Part 6.

1. Financial Information on CityFibre Group

The following sets out financial information in respect of CityFibre as required by Rule 24.3 of the City

Code:

1.1 the preliminary statement of annual results of CityFibre for the financial year ended 31 December

2017 is available from CityFibre’s website at https://irpages2.equitystory.com/websites/

rns_news/English/1100/news-tool---rns---eqs-group.html?article=27370120&company=city;

1.2 the half yearly financial information of CityFibre for the 6 months to 30 June 2017 is available from

CityFibre’s website at https://irpages2.equitystory.com/websites/rns_news/English/1100/news-tool---

rns---eqs-group.html?article=26495355&company=city;

1.3 the audited accounts of CityFibre for the financial year ended 31 December 2016 are set out on

pages 37 to 65 (both inclusive) in CityFibre’s annual report for the financial year ended on

31 December 2016 available from CityFibre’s website at https://CityFibre-electricstudiolt.netdna-

ssl.com/wp-content/uploads/2017/05/CityFibre-Annual-Report-2016.pdf;

1.4 the audited accounts of CityFibre for the financial year ended 31 December 2015 are set out on pages 30

to 54 (both inclusive) in CityFibre’s annual report for the financial year ended on 31 December 2016

available from CityFibre’s website at https://cityfibre-electricstudiolt.netdna-ssl.com/wp-

content/uploads/2016/07/CITYFIBREANNUALREPORT2015.pdf.

The documents referred to in paragraphs 1.1 to 1.4 inclusive above are incorporated into this document by

reference pursuant to Rule 24.15 of the City Code.

2. Ratings information

There are no ratings or outlooks publicly accorded to either of CityFibre or Bidco.

3. Financial information on the Bidco Group

As Bidco was incorporated on 19 April 2018, no financial information is available or has been published in

respect of it. Save for any costs incurred in connection with its incorporation and the Acquisition (as

summarised in paragraph 14.2 of Part 7 (Additional Information) of this document), Bidco has not, since its

incorporation, traded prior to the date of this document.

4. Effect of the Scheme becoming Effective on Bidco

Bidco has no material assets or liabilities other than those described in this document in connection with its

incorporation and the Acquisition. With effect from the Effective Date, the earnings, assets and liabilities of

Bidco will therefore comprise the consolidated earnings, assets and liabilities of the CityFibre Group on the

Effective Date and any resulting from the receipt by Bidco of the Acquisition financing described in

paragraph 9 of Part 2 (Explanatory Statement) of this document.

5. No incorporation of website information

Save as expressly referred to herein, neither the content of CityFibre’s website, nor the content of any

website accessible from hyperlinks on CityFibre’s website, is incorporated into, or forms part of, this

document.

52

6. Availability of hard copies

CityFibre will provide, without charge to each person to whom a copy of this document has been delivered,

upon the oral or written request of such person, a hard copy of any or all of the documents which are

incorporated herein as soon as possible and in any event within two Business Days of the receipt of such

request. Copies of any documents or information incorporated by reference into this document will not be

provided unless such a request is made.

53

PART 7

ADDITIONAL INFORMATION

1. Responsibility

1.1 CityFibre DirectorsThe CityFibre Directors, whose names appear in paragraph 2.1 below, accept responsibility for the

information contained in this document (including any expressions of opinion or intention) other than

information (and expressions of opinion or intention) for which the Antin Bidco Directors, the WSIP

Bidco Directors, the Antin Responsible Persons and the WSIP Responsible Persons accept

responsibility in accordance with paragraphs 1.2 to 1.5 (inclusive) below. To the best of the

knowledge and belief of the CityFibre Directors (who have taken all reasonable care to ensure that

such is the case), the information contained in this document for which they are responsible is in

accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 Antin Bidco DirectorsThe Antin Bidco Directors, whose names are set out in paragraph 2.2 below, accept responsibility for

the information contained in this document (including any expressions of opinion or intention made

by Bidco) relating to Bidco, Topco, Antin Holdco 2, Antin, themselves, their respective close

relatives, related trusts and other connected persons and persons acting, or deemed to be acting, in

concert with Bidco (as such term is used in the Code), excluding, in each case, WSIP, WSIP Holdco

2, WSIP Bidco Directors and persons acting, or deemed to be acting, in concert with WSIP, WSIP

Holdco 2 and WSIP Bidco Directors (as such term is used in the Code). To the best of the knowledge

and belief of the Antin Bidco Directors (who have taken all reasonable care to ensure that such is the

case), the information contained in this document for which they are responsible is in accordance with

the facts and does not omit anything likely to affect the import of such information.

1.3 WSIP Bidco DirectorsThe WSIP Bidco Directors, whose names are set out in paragraph 2.2 below, accept responsibility for

the information contained in this document (including any expressions of opinion or intention made

by Bidco) relating to Bidco, Topco, WSIP Holdco 2, WSIP, themselves, their respective close

relatives, related trusts and other connected persons and persons acting, or deemed to be acting, in

concert with Bidco (as such term is used in the Code), excluding, in each case, Antin, Antin Holdco

2, Antin Bidco Directors and persons acting, or deemed to be acting, in concert with Antin, Antin

Holdco 2 and Antin Bidco Directors (as such term is used in the Code). To the best of the knowledge

and belief of the WSIP Bidco Directors (who have taken all reasonable care to ensure that such is the

case), the information contained in this document for which they are responsible is in accordance with

the facts and does not omit anything likely to affect the import of such information.

1.4 Antin Responsible PersonsThe Antin Responsible Persons, whose names are set out in paragraph 2.3 below, accept responsibility

for the information contained in this document (including any expressions of opinion or intention

made by Bidco) relating to Bidco, Topco, Antin Holdco 2, Antin, themselves, their respective close

relatives, related trusts and other connected persons and persons acting, or deemed to be acting, in

concert with Bidco (as such term is used in the Code), excluding, in each case, WSIP, WSIP Holdco

2, WSIP Bidco Directors and persons acting, or deemed to be acting, in concert with WSIP, WSIP

Holdco 2 and WSIP Bidco Directors (as such term is used in the Code). To the best of the knowledge

and belief of the Antin Responsible Persons (who have taken all reasonable care to ensure that such

is the case), the information contained in this document for which they are responsible is in

accordance with the facts and does not omit anything likely to affect the import of such information.

54

1.5 WSIP Responsible PersonsThe WSIP Responsible Persons, whose names are set out in paragraph 2.4 below, accept

responsibility for the information contained in this document (including any expressions of opinion

or intention made by Bidco) relating to Bidco, Topco, WSIP Holdco 2, WSIP, themselves, their

respective close relatives, related trusts and other connected persons and persons acting, or deemed to

be acting, in concert with Bidco (as such term is used in the Code), excluding, in each case, Antin,

Antin Holdco 2, Antin Bidco Directors and persons acting, or deemed to be acting, in concert with

Antin, Antin Holdco 2 and Antin Bidco Directors (as such term is used in the Code). To the best of

the knowledge and belief of the WSIP Responsible Persons (who have taken all reasonable care to

ensure that such is the case), the information contained in this document for which they are

responsible is in accordance with the facts and does not omit anything likely to affect the import of

such information.

2. Directors

2.1 The names of the CityFibre Directors and their respective positions are as follows:

Name PositionChris Stone Chairman

Greg Mesch Chief Executive Officer

Terry Hart Chief Financial Officer

Mark Collins Director of Strategy & Public Affairs

Gary Mesch Non-Executive Director

Sally Davis Non-Executive Director

Stephen Charlton Non-Executive Director

Spencer Lake Non-Executive Director

The registered office of CityFibre and the business address of all of the above directors is 15 Bedford

Street, London WC2E 9HE. The company secretary of CityFibre is Chris Gawn.

2.2 The names of the Antin Bidco Directors and their respective positions are as follows:

Name PositionMark Crosbie Director

Stéphane Ifker Director

The names of the WSIP Bidco Directors and their respective positions are as follows:

Name PositionPhilippe Louis Hubert Camu Director

Matteo Botto Poala Director

The registered office of Bidco and the business address of all the above directors is 3rd Floor 11-12,

St James’s Square, London, United Kingdom, SW1Y 4LB.

2.3 The Antin Responsible Persons and their respective functions are as follows:

Name PositionAlain Rauscher Managing Partner and Chief Executive Officer

Mélanie Biessy Senior Partner and Chief Operating Officer

2.4 The WSIP Responsible Persons and their respective functions are as follows:

Name PositionRich Friedman Managing Director

Andrew Wolff Managing Director

Scott Lebovitz Managing Director

55

3. Persons acting in concert

3.1 In addition to the CityFibre Directors, the persons who, for the purposes of the City Code, are acting

in concert with CityFibre in respect of the Acquisition include:

Name Registered office RelationshipRothschild Financial Adviser

finnCap 60 New Bond Street, London, EC2M 1JJ Nominated Adviser and Joint Broker

Liberum 25 Ropemaker Street, London, EC2Y 9LY Joint Broker

3.2 In addition to the Bidco Directors, the persons who, for the purposes of the City Code, are presumed

to be acting in concert with Bidco in respect of the Acquisition are:

Name Registered office RelationshipAntin 14 St. George Street, London W1S 1FE

WSIP 200 West Street, New York, NY 10282, USA

Financial adviser

Greenhill Financial adviser

4. Irrevocable undertakings and letter of intent

4.1 The CityFibre Directors have given irrevocable undertakings to vote, or procure the voting, in favour

of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting

to give effect to the Scheme in respect of the number of CityFibre Shares set out below:

Number of % of issued CityFibre CityFibre Name Shares SharesChris Stone 1,181,818 0.19

Greg Mesch 572,803 0.09

Terry Hart 43,007 0.01

Mark Collins 162,987 0.03

Gary Mesch 811,831 0.13

Sally Davis 74,508 0.01

Stephen Charlton 200,000 0.03

Spencer Lake 750,000 0.12 –––––––– ––––––––TOTAL 3,796,954 0.60

–––––––– ––––––––4.2 These irrevocable undertakings remain binding in the event a higher competing offer is made for

CityFibre and will only cease to have effect if (i) the Scheme (or Takeover Offer, as applicable) is

withdrawn, closes or lapses (excluding where the Scheme is withdrawn or lapses as a result of Bidco

exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of

arrangement); or (ii) the Scheme has not become effective by the Longstop Date. These irrevocable

undertakings require each relevant CityFibre Director, in each case in their capacity as CityFibre

Shareholders: (i) not to sell all or any part of the CityFibre Shares that are subject to the undertaking;

(ii) not to otherwise deal in CityFibre Shares; (iii) not to enter into any arrangement which prevents

the sale of the CityFibre Shares subject to the undertaking under the Scheme; (iv) not to requisition a

meeting of the CityFibre Shareholders, or any class thereof; and (v) to exercise the votes attaching to

the CityFibre Shares subject to the undertaking in favour of any resolution which is necessary to fulfil

any Condition and against any resolution required in respect of a competing offer or which might

result in any Condition not being fulfilled.

Consortium member which

indirectly jointly controls Bidco

Consortium member which

indirectly jointly controls Bidco

Goldman Sachs

International

Peterborough Court, 133 Fleet Street,

London, EC4A 2BB

Lansdowne House, 57 Berkeley Square,

Mayfair, London, W1J 6ER

New Court, St Swithin’s Lane, London,

EC3N 8AL

56

4.3 The following holders, controllers or beneficial owners of CityFibre Shares have given irrevocable

undertakings to vote, or procure the voting, in favour of the Scheme at the Court Meeting and the

Special Resolution to be proposed at the General Meeting to give effect to the Scheme:

Number of % of issued CityFibre CityFibre Name Shares SharesInvesco Asset Management Limited 129,255,212 20.43

Sand Grove Capital Management LLP 77,000,000 12.17

Pelham Capital Ltd 60,000,000 9.48

Jupiter Asset Management Limited 52,747,844 8.34

Melqart Asset Management (UK) Ltd 18,937,611 2.99

Arrowgrass Master Fund Ltd 15,000,000 2.37

MVN Asset Management Limited 10,000,000 1.58 –––––––––– ––––––––––TOTAL 362,940,667 57.37

–––––––––– ––––––––––4.4 Invesco irrevocable undertaking

The irrevocable undertaking from Invesco will lapse and cease to have effect if: (i) the Scheme lapses

or is withdrawn; (ii) the Scheme has not become effective by 5.30 p.m. (London time) on or before

the Longstop Date; or (iii) an announcement is made in accordance with Rule 2.7 of the Code of a

competing offer, whether made by way of an offer or a scheme of arrangement or any other

transaction which constitutes a takeover offer for the purposes of the Code, for CityFibre and the

consideration payable to CityFibre Shareholders per CityFibre Share under such competing offer is,

in the opinion of Invesco, at least 10 per cent. higher than that payable pursuant to the Acquisition.

The irrevocable undertaking prevents Invesco from selling all or any part of the CityFibre Shares that

are subject to the undertaking, except for transfers of CityFibre Shares from one client to another

client which is a discretionary managed client of Invesco and which does not otherwise prevent

compliance with the terms of the undertaking in respect of those CityFibre Shares. Where a client

terminates its relationship with Invesco then in certain circumstances the undertaking will no longer

apply to the CityFibre Shares beneficially owned by such client. In the event of Bidco electing to

implement the Acquisition by way of a Takeover Offer the undertaking shall cease to be binding

unless Invesco in its entire discretion is satisfied that the switch would not result in the undertaking

extending past the Longstop Date or have any other consequences adverse to it or its clients.

4.5 Sand Grove irrevocable undertakingThe irrevocable undertaking from Sand Grove will lapse and cease to have effect if: (i) the Scheme

lapses or is withdrawn; (ii) an announcement is made in accordance with Rule 2.7 of the Code of a

competing offer for the entire issued and to be issued ordinary share capital of CityFibre (whether by

means of a takeover offer or a scheme of arrangement); such competing offer provides for

consideration of more than a 10 per cent. premium to the price per share being offered at that time by

Bidco; and Bidco does not increase the consideration to be paid for the shares pursuant to the

Acquisition to an equivalent amount per share within seven days of the competing announcement; or

(iii) the Scheme has not become effective by 5.30 p.m. (London time) on or before the Longstop Date.

The irrevocable undertaking prevents Sand Grove from: (i) selling all or any part of the CityFibre

Shares that are subject to the undertaking; (ii) voting in favour of any resolution to approve a

competing scheme or offer; (iii) participating without Bidco’s consent in any general class meeting

with the purpose of considering any resolution referred to in subparagraph (ii); or (iv) entering into

an agreement which could restrict its ability to comply with the undertaking.

4.6 Pelham irrevocable undertakingThe irrevocable undertaking from Pelham will lapse and cease to have effect if: (i) the Scheme lapses

or is withdrawn; (ii) a third party announces a firm intention pursuant to Rule 2.7 of the Code to

acquire the entire issued and to be issued share capital of CityFibre (whether by means of a takeover

57

offer or scheme of arrangement); such proposal provides for a consideration of more than a

10 per cent. premium to the price per share then being offered by Bidco; and Bidco does not match

the competing offer within seven days of the competing announcement; or (iii) the Scheme has not

become effective by 5.30 p.m. (London time) on or before the Longstop Date. The irrevocable

undertaking prevents Pelham from: (i) selling all or any part of the CityFibre Shares that are subject

to the undertaking, except pursuant to the Acquisition; (ii) voting in favour of any resolution to

approve a competing scheme or offer; (iii) participating without Bidco’s consent in any general class

meeting with the purpose of considering any resolution referred to in subparagraph (ii); or

(iv) entering into an agreement which could restrict its ability to comply with the undertaking.

4.7 Jupiter irrevocable undertakingThe irrevocable undertaking from Jupiter will lapse and cease to have effect if: (i) Bidco announces,

with the consent of the Panel, that it does not intend to make or proceed with the Acquisition; (ii) the

Scheme Document or the Takeover Offer document (as the case may be) has not been posted within

14 days of the Rule 2.7 Announcement being released (or within such longer period, being not more

than 21 days, as Bidco and CityFibre, with the consent of the Panel, determine); (iii) in the event that

the Acquisition is implemented by way of the Scheme, the Scheme lapses or is withdrawn in

accordance with its terms or otherwise becomes incapable of ever becoming effective; (iv) in the case

of a Takeover Offer, the Takeover Offer is withdrawn or lapses in accordance with its terms; (v) a third

party announces a firm intention pursuant to Rule 2.7 of the Code to acquire the entire issued and to

be issued ordinary share capital of CityFibre (whether by means of a takeover offer or by way of a

scheme of arrangement) and such proposal provides for consideration of more than a 10 per cent.

premium to the price per share being offered at that time by Bidco; (vi) the Scheme has not become

effective by 5.30 p.m. (London time) on or before the Longstop Date; (vii) there is any material

change to the terms of the Scheme or the Takeover Offer (as applicable); or (viii) Jupiter’s

discretionary investment mandate in respect of the relevant securities is revoked or terminated

(provided that if Jupiter’s discretionary investment mandate in respect of some only but not all of the

relevant securities is revoked or terminated then Jupiter’s obligations will terminate in respect of such

relevant securities but will remain in force in respect of the remaining relevant securities for which its

discretionary investment mandate remains in force). The irrevocable undertaking prevents Jupiter

from: (i) selling all or any part of the CityFibre Shares that are subject to the undertaking, except

pursuant to the Acquisition; (ii) voting in favour of any resolution to approve a competing scheme or

offer; (iii) participating without Bidco’s consent in any general class meeting with the purpose of

considering any resolution referred to in subparagraph (ii); or (iv) entering into an agreement which

could restrict its ability to comply with the undertaking.

4.8 Melqart irrevocable undertakingThe irrevocable undertaking from Melqart will lapse and cease to have effect if: (i) the Scheme lapses

or is withdrawn; (ii) an announcement is made in accordance with Rule 2.7 of the Code of a

competing offer for the entire issued and to be issued ordinary share capital of CityFibre (whether by

means of a takeover offer or a scheme of arrangement); such competing offer provides for

consideration of more than a 10 per cent. premium to the price per share being offered at that time by

Bidco; and Bidco does not increase the consideration to be paid for the shares pursuant to the

Acquisition to an equivalent amount per share within seven days of the competing announcement; or

(iii) the Scheme has not become effective by 5.30 p.m. (London time) on or before the Longstop Date.

The irrevocable undertaking prevents Melqart from: (i) selling all or any part of the CityFibre Shares

that are subject to the undertaking; (ii) voting in favour of any resolution to approve a competing

scheme or offer; (iii) participating without Bidco’s consent in any general class meeting with the

purpose of considering any resolution referred to in subparagraph (ii); or (iv) entering into an

agreement which could restrict its ability to comply with the undertaking.

4.9 Arrowgrass irrevocable undertakingThe irrevocable undertaking from Arrowgrass will lapse and cease to have effect if: (i) the Scheme

lapses or is withdrawn; (ii) an announcement is made in accordance with Rule 2.7 of the Code of a

58

competing offer for the entire issued and to be issued ordinary share capital of CityFibre (whether by

means of a takeover offer or a scheme of arrangement); such competing offer provides for

consideration of more than a 10 per cent. premium to the price per share being offered at that time by

Bidco; and Bidco does not increase the consideration to be paid for the shares pursuant to the

Acquisition to an equivalent amount per share within seven days of the competing announcement; or

(iii) the Scheme has not become effective by 5.30 p.m. (London time) on or before the Longstop Date.

The irrevocable undertaking prevents Arrowgrass from: (i) selling all or any part of the CityFibre

Shares that are subject to the undertaking; (ii) voting in favour of any resolution to approve a

competing scheme or offer; (iii) participating without Bidco’s consent in any general class meeting

with the purpose of considering any resolution referred to in subparagraph (ii); or (iv) entering into

an agreement which could restrict its ability to comply with the undertaking.

4.10 MVN irrevocable undertakingThe irrevocable undertaking from MVN will lapse and cease to have effect if: (i) the Scheme lapses

or is withdrawn; (ii) an announcement is made in accordance with Rule 2.7 of the Code of a

competing offer for the entire issued and to be issued ordinary share capital of CityFibre (whether by

means of a takeover offer or a scheme of arrangement); such competing offer provides for

consideration of more than a 10 per cent. premium to the price per share being offered at that time by

Bidco; and Bidco does not match the competing offer within seven days of the competing

announcement; or (iii) the Scheme has not become effective by 5.30 p.m. (London time) on or before

the Longstop Date. The irrevocable undertaking prevents MVN from: (i) selling all or any part of the

CityFibre Shares that are subject to the undertaking; (ii) voting in favour of any resolution to approve

a competing scheme or offer; (iii) participating without Bidco’s consent in any general class meeting

with the purpose of considering any resolution referred to in subparagraph (ii); or (iv) entering into

an agreement which could restrict its ability to comply with the undertaking.

4.11 Odey letter of intentOdey Asset Management LLP has delivered a letter of intent to accept the Acquisition and vote in

favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General

Meeting in respect of the following CityFibre Shares:

Number of % of issued CityFibre CityFibre Name Shares SharesOdey Asset Management LLP 67,388,000 10.65 ––––––––– –––––––––TOTAL 67,388,000 10.65

––––––––– –––––––––5. Interests, shareholdings and dealings

5.1 Definitions5.1.1 For the purposes of this paragraph 5:

“acting in concert” has the meaning given to it in the City Code;

“connected person” in relation to a director of Bidco or CityFibre includes:

(a) such director’s spouse or civil partner and children or

step-children under the age of 18; (b) the trustee(s) of any

trust for the benefit of such director and/or any person

mentioned in (a); (c) any company in which such director

and/or any person mentioned in (a) or (b) is entitled to

exercise or control the exercise of one-third or more of the

voting power, or which is accustomed to act in accordance

with the directions of such director or any such person; and

(d) any other person whose interests in shares are taken to be

59

interests of such director pursuant to Part 22 of

the Companies Act;

“control” means an interest, or interests, in shares carrying in aggregate

30 per cent. or more of the voting rights attributable to the

share capital of a company which are currently exercisable at

a general meeting, irrespective of whether such interest or

interests give de facto control;

“dealing” has the meaning given to it in the City Code and “dealt” has

the corresponding meaning;

“derivative” has the meaning given to it in the City Code;

“director” includes persons in accordance with whose instructions the

directors or a director are accustomed to act;

“disclosure date” means the close of business on 9 May 2018, being the latest

practicable date before the posting of this document;

“disclosure period” means the period commencing on 24 April 2017 (being the

date 12 months before the Rule 2.7 Announcement) and

ending on the disclosure date;

“Note 11 arrangement” includes any indemnity or option arrangement, and any

agreement or understanding, formal or informal, of whatever

nature, relating to relevant securities which may be an

inducement to deal or refrain from dealing (other than

irrevocable commitments and letters of intent to vote in

favour of the Scheme and/or related resolutions, details of

which are set out in this paragraph 4 of Part 7 (AdditionalInformation) of this document); and

“relevant securities” means:

(a) CityFibre Shares and any other securities of CityFibre

which carry voting rights;

(b) the equity share capital of CityFibre or, as the context

requires, Bidco;

(c) any relevant securities (as such term is defined in the

City Code) of Bidco; and

(d) securities of CityFibre or Bidco carrying conversion

or subscription rights into any of the foregoing,

including options in respect of and derivatives

referenced to the CityFibre Shares and the Bidco

Shares (as appropriate); and

shall be construed accordingly.

5.1.2 A person has an “interest” or is “interested” in securities if he has a long economic exposure,

whether absolute or conditional, to changes in the price of those securities and in particular

if he:

(a) has legal title to and beneficial ownership of (i.e. the ability to exercise, or control the

exercise of, voting rights) securities;

“relevant securities of

CityFibre” and “relevant

securities of Bidco”

60

(b) has the right, option or obligation to acquire, call for or take delivery of securities under

an option or derivative; or

(c) holds a derivative referenced to, or which may result in, a long position in securities.

5.2 Interests in relevant securities of CityFibre5.2.1 As at the disclosure date, the CityFibre Directors and their connected persons had the following

interests in CityFibre Shares:

Number of Name CityFibre SharesChris Stone 1,181,818

Greg Mesch 572,803

Terry Hart(1) 43,007

Mark Collins(2) 162,987

Gary Mesch(3) 811,831

Sally Davis(4) 74,508

Stephen Charlton 200,000

Spencer Lake 750,000

Notes:

(1) 41,666 of the ordinary shares in which Terry Hart has an interest are registered in the name of Margaret Hart.

(2) 37,500 of the ordinary shares in which Mark Collins has an interest are registered in the name of Julie Bretland.

(3) 780,151 of the ordinary shares in which Gary Mesch has an interest are registered in the name of TJL Investment

Corporation and 4,590 of the of the ordinary shares in which Gary Mesch has an interest are beneficially owned

by Jordan Mesch.

(4) 29,644 of the ordinary shares in which Sally Davis has an interest are registered in the name of Mark Davis.

5.2.2 As at the disclosure date, the following awards over CityFibre Shares had been granted to the

CityFibre Directors under the CityFibre Share Plans and remain outstanding:

Employee JSOP(5)

Number of Hurdle per ordinary ordinary Linked Date of shares share Lapse cashAwardee grant awarded (pence)(6) Date (7) award (£)(8)

Greg Mesch 23.05.14 1,405,306 100 23.05.24 295,114.26

23.05.14 1,868,269 100 23.05.24 392,336.49

09.06.14 2,006,039 100 09.06.24 220,664.29

Terry Hart 23.05.14 70,829 100 23.05.24 14,874.09

23.05.14 533,791 100 23.05.24 112,096.11

09.06.14 696,760 100 09.06.24 76,643.60

Mark Collins 23.05.14 204,276 100 23.05.24 42,897.96

23.05.14 667,239 100 23.05.24 140,120.19

09.06.14 429,865 100 09.06.24 47,285.15

Notes:

(5) The relevant CityFibre Director has abstained from voting in respect of any of the CityFibre Shares listed here.

(6) The price above which the relevant CityFibre Director has a beneficial interest in the underlying CityFibre

Shares.

(7) The vesting of these JSOP awards are subject to the satisfaction of certain conditions and/or performance targets.

(8) Under the terms of the JSOP, these amounts will become payable to the relevant CityFibre Director on the

Effective Date.

61

Pre-Admission Option Plan (EMI Option)

Exercise Number of price per ordinary ordinary Exercise Date of shares share period VestingAwardee grant awarded (pence) (from) DateGreg Mesch 16.01.14 462,962 60 16.01.15 16.01.14

Terry Hart 16.01.14 462,962 60 16.01.15 16.01.14

Mark Collins 16.01.14 462,962 60 16.01.15 16.01.14

Pre-Admission Non-Employee Option Plan (Unapproved Option)(9)

Exercise Number of price per ordinary ordinary Exercise Date of shares share period VestingAwardee grant awarded (pence) (from) DateGary Mesch 16.01.14 160,137 60 In line with 16.01.17

vesting

Notes:

(9) The relevant CityFibre Director cannot vote in respect of the CityFibre Shares listed here until the award vests

and/or is exercised.

Non-Employee Option Scheme(10)

Exercise Number of price per ordinary ordinary Exercise Date of shares share period VestingAwardee grant awarded (pence) (from) DateGary Mesch 09.06.14 71,644 70 In line with 09.06.17

vesting

Notes:

(10) The relevant CityFibre Director cannot vote in respect of the CityFibre Shares listed here until the award vests

and/or is exercised.

Non-Employee JSOP

Number of Hurdle per ordinary ordinary Linked Date of shares share Lapse cashAwardee grant awarded (pence)(11) Date(12) award (£)(13)

Sally Davis 23.05.15 160,137 100 23.05.24 24,821.24

09.06.14 71,644 100 09.06.24 7,880.84

Stephen Charlton 22.01.15 231,781 100 22.01.25 34,767.15

Notes:

(11) The price above which the relevant CityFibre Director has a beneficial interest in the underlying CityFibre

Shares.

(12) The vesting of these JSOP awards are subject to the satisfaction of certain conditions and/or performance targets.

(13) Under the terms of the JSOP, these amounts will become payable to the relevant CityFibre Director on the

Effective Date.

62

Employee LTIP(14)

Exercise Number of price per ordinary ordinary Exercise Date of shares share period VestingAwardee grant awarded (pence) (from) Date(15)

Greg Mesch 17.02.16 1,610,000 N/A N/A 17.02.19

22.08.17 2,636,363 N/A N/A 22.08.20

09.05.18 1,521,739 N/A N/A 09.05.21

Terry Hart 17.02.16 950,000 Nil 17.02.19

22.08.17 1,368,181 Nil 22.08.20

09.05.18 1,121,739 Nil 09.05.21

Mark Collins 17.02.16 690,000 Nil 17.02.19

22.08.17 709,090 Nil 22.08.20

09.05.18 847,826 Nil 09.05.21

Notes:

(14) The relevant CityFibre Director cannot vote in respect of the CityFibre Shares listed here until the award vests

and/or is exercised.

(15) Vesting is also subject to the satisfaction of various performance targets.

Non-Employee LTIP(16)

Exercise Number of price per Date of ordinary ordinary Exercise VestingAwardee grant shares awarded share (pence) period (from) Date(17)

Chris Stone 28.07.17 1,181,818 1 28.07.20

Spencer Lake 09.05.18 43,210 1 09.05.21

Notes:

(16) The relevant CityFibre Director cannot vote in respect of the CityFibre Shares listed here until the award vests

and/or is exercised.

(17) Vesting is also subject to the satisfaction of various performance targets.

5.2.3 As at the disclosure date, the following Warrants over the CityFibre Shares had been granted

to the CityFibre Directors and remain outstanding:

Number of Shares Subscription over which price Date of Warrants per Warrant Subscription Expiry/Warrantholder grant granted (pence) period Lapse dateGreg Mesch 23.01.14 173,301 60 16.01.19

Mark Collins 23.01.14 74,272 60 16.01.19

In line with

vesting

In line with

vesting

In line with

vesting

In line with

vesting

In line with

vesting

In line with

vesting

In line with

vesting

In line with

vesting

5 years from

17.01.14

5 years from

17.01.14

63

5.3 Dealings in relevant securities of CityFibre5.3.1 During the Offer Period, the following dealings in CityFibre Share by CityFibre Directors and

their connected persons have taken place:

Price per Number of CityFibre Share

Name Date Nature of dealings CityFibre Shares (pence)Greg Mesch 9 May 2018 1,521,739 Nil

Terry Hart 9 May 2018 1,121,739 Nil

Mark Collins 9 May 2018 847,826 Nil

Spencer Lake 9 May 2018 43,210 1

5.3.2 During the disclosure period the following dealings in CityFibre Shares by Bidco and its

connected persons and persons acting in concert with Bidco have taken place:

Number ofDerivative Nature Product Trade Purchase/ relevant High LowHolder of dealing description Date sale securities Price Price CurrencyGoldman Sachs Equity 1p ordinary 24/04/2018- Purchase 1,292,711 0.7936 0.7931 GBP

International 04/05/2018

Goldman Sachs Equity 1p ordinary 24/04/2018- Sale -2,832,260 0.7976 0.7976 GBP

International 04/05/2018

Goldman Sachs Contract for 1p ordinary 24/04/2018- Purchase – – – –

International difference 04/05/2018

Goldman Sachs Contract for 1p ordinary 24/04/2018- Sale -1,292,711 0.7936 0.7931 GBP

International difference 04/05/2018

Goldman Sachs Swap 1p ordinary 24/04/2018- Purchase 2,832,260 0.7976 0.7976 GBP

International 04/05/2018

Goldman Sachs Swap 1p ordinary 24/04/2018- Sale – – – –

International 04/05/2018

Goldman Sachs Equity 1p ordinary 25/01/2018- Purchase 605,037 0.5300 0.4572 GBP

International 24/02/2018

Goldman Sachs Equity 1p ordinary 25/01/2018- Sale -828,194 0.5920 0.4392 GBP

International 24/02/2018

Goldman Sachs Equity 1p ordinary 25/02/2018- Purchase 334,071 0.4241 0.4241 GBP

International 24/03/2018

Goldman Sachs Equity 1p ordinary 25/02/2018- Sale -27,380 0.4609 0.4240 GBP

International 24/03/2018

Goldman Sachs Equity 1p ordinary 25/03/2018- Purchase 153,418 0.4208 0.4208 GBP

International 23/04/2018

Goldman Sachs Equity 1p ordinary 25/03/2018- Sale -158,466 0.4207 0.4207 GBP

International 23/04/2018

Goldman Sachs Contract for 1p ordinary 25/01/2018- Purchase 794,363 0.5390 0.4392 GBP

International for difference 24/02/2018

Goldman Sachs Contract for 1p ordinary 25/01/2018- Sale -269,383 0.4609 0.4609 GBP

International difference 24/02/2018

Goldman Sachs Contract for 1p ordinary 25/02/2018- Purchase – – – –

International difference 24/03/2018

Goldman Sachs Contract for 1p ordinary 25/02/2018- Sale – – – –

International difference 24/03/2018

Goldman Sachs Contract for 1p ordinary 25/03/2018- Purchase – – – –

International difference 23/04/2018

Goldman Sachs Contract for 1p ordinary 25/03/2018- Sale – – – –

International difference 23/04/2018

Grant of nil cost option

over ordinary shares

under the Employee LTIP

Grant of nil cost option

over ordinary shares

under the Employee LTIP

Grant of nil cost option

over ordinary shares

under the Employee LTIP

Grant of nominal cost

option over ordinary

shares under the

Non-Employee LTIP

64

Number ofDerivative Nature Product Trade Purchase/ relevant High LowHolder of dealing description Date sale securities Price Price CurrencyGoldman Sachs Swap 1p ordinary 25/01/2018- Purchase 915,534 0.5060 0.4572 GBP

International 24/02/2018

Goldman Sachs Swap 1p ordinary 25/01/2018- Sale -6,964 0.4207 0.4207 GBP

International 24/02/2018

Goldman Sachs Swap 1p ordinary 25/02/2018- Purchase 64,688 0.4240 0.4240 GBP

International 24/03/2018

Goldman Sachs Swap 1p ordinary 25/02/2018- Sale – – – –

International 24/03/2018

Goldman Sachs Swap 1p ordinary 25/03/2018- Purchase 153.418 0.4208 0.4208 GBP

International 23/04/2018

Goldman Sachs Swap 1p ordinary 25/03/2018- Sale – – – –

International 23/04/2018

Goldman Sachs Equity 1p ordinary 24/04/2017- Purchase 1,818,181 0.5500 0.5500 GBP

International 24/07/2017

Goldman Sachs Equity 1p ordinary 24/04/2017- Sale – – – –

International 24/07/2017

Goldman Sachs Equity 1p ordinary 25/07/2017- Purchase 650,734 0.5601 0.4652 GBP

International 24/10/2017

Goldman Sachs Equity 1p ordinary 25/07/2017- Sale -995,235 0.5599 0.4532 GBP

International 24/10/2017

Goldman Sachs Equity 1p ordinary 25/10/2017- Purchase 285,010 0.6175 0.4500 GBP

International 24/01/2018

Goldman Sachs Equity 1p ordinary 25/10/2017- Sale -282,840 0.6098 0.4500 GBP

International 24/01/2018

Goldman Sachs Contract for 1p ordinary 24/04/2017- Purchase – – – –

International difference 24/07/2017

Goldman Sachs Contract for 1p ordinary 24/04/2017- Sale – – – –

International difference 24/07/2017

Goldman Sachs Contract for 1 p ordinary 25/07/2017- Purchase 778,224 0.4541 0.4532 GBP

International difference 24/10/2017

Goldman Sachs Contract for 1p ordinary 25/07/2017- Sale – – – –

International difference 24/10/2017

Goldman Sachs Contract for 1p ordinary 25/10/2017- Purchase – – – –

International difference 24/01/2018

Goldman Sachs Contract for 1p ordinary 25/10/2017- Sale – – – –

International difference 24/01/2018

Goldman Sachs Swap 1p ordinary 24/04/2017- Purchase 1,530,392 0.5500 0.5500 GBP

International 24/07/2017

Goldman Sachs Swap 1p ordinary 24/04/2017- Sale -728,879 0.5986 0.4207 GBP

International 24/07/2017

Goldman Sachs Swap 1p ordinary 25/07/2017 Purchase 635,595 0.5601 0.4275 GBP

International 24/10/2017

Goldman Sachs Swap 1p ordinary 25/07/2017- Sale – – – –

International 24/10/2017

Goldman Sachs Swap 1p ordinary 25/10/2017 Purchase 268,476 0.6037 0.4500 GBP

International 24/01/2018

Goldman Sachs Swap 25/10/2017 Sale – – – –

International 24/01/2018

5.4 GeneralSave as disclosed in this paragraph 5, as at the disclosure date:

5.4.1 none of: (i) Bidco; (ii) any director of Bidco or connected person of any such director; or

(iii) any other person acting in concert with Bidco, had any interest in, right to subscribe in

respect of, or short position (whether conditional or absolute and whether in the money or

otherwise, including any short position under a derivative, any agreement to sell or any

delivery obligation or right to require another person to purchase or take delivery) in relation

to relevant securities of CityFibre, and no such person has dealt in any relevant securities of

CityFibre during the disclosure period;

5.4.2 neither Bidco nor any person acting in concert with Bidco had borrowed or lent any relevant

securities of CityFibre (including any financial collateral arrangements), save for borrowed

shares which have been either on-lent or sold;

65

5.4.3 none of: (i) CityFibre; (ii) any director of CityFibre, connected person of any such director; or

(iii) any person acting in concert with CityFibre, had any interest in, right to subscribe in

respect of, or short position (whether conditional or absolute and whether in the money or

otherwise, including any short position under a derivative, any agreement to sell or any

delivery obligation or right to require another person to purchase or take delivery) in relation

to relevant securities of CityFibre; and no such person has dealt in any relevant securities of

CityFibre during the period commencing on 24 April 2018 (being the commencement of the

Offer Period) and ending on the disclosure date;

5.4.4 neither: (i) CityFibre; nor (ii) any director of CityFibre had any interest in, right to subscribe

in respect of, or short position (whether conditional or absolute and whether in the money or

otherwise, including any short position under a derivative, any agreement to sell or any

delivery obligation or right to require another person to purchase or take delivery) in relation

to relevant securities of Bidco, and no such person has dealt in any relevant securities of Bidco

during the period commencing on 24 April 2018 (being the commencement of the Offer

Period) and ending on the disclosure date;

5.4.5 neither CityFibre nor any person acting in concert with it had borrowed or lent any relevant

securities of CityFibre (including any financial collateral arrangements), save for borrowed

shares which have been either on-lent or sold;

5.4.6 neither Bidco nor any person acting in concert with Bidco has any Note 11 arrangement with

any other person; and

5.4.7 neither CityFibre nor any person who is an acting in concert with CityFibre has any Note 11

arrangement with any other person.

6. Service agreements and letters of appointment of CityFibre Directors

6.1 Each of the following executive directors of CityFibre has entered into a service agreement with

CityFibre or a member of the CityFibre Group. The principal terms of these service agreements are

set out below.

6.2 Greg MeschOn 13 January 2014, the Company entered into a service agreement with Greg Mesch. The agreement

provides for Greg Mesch to act as the Chief Executive Officer of the Company. Greg Mesch

commenced that office for CityFibre Holdings Limited on 13 January 2011 and, accordingly, has

served in that office for 7 years and 4 months. The agreement has no fixed term and is terminable by

12 months’ notice in writing by either party. Under the agreement, Greg Mesch is entitled to benefits

including access to a car allowance, private health insurance, private medical cover, life assurance,

income protection and access to a number of salary exchange schemes. He is entitled to receive

pension contributions at a rate of 4 per cent. of his salary. He is entitled to 25 paid working days

holiday each year. He is subject to non-competition and non-solicitation covenants for a period of six

and 12 months respectively following termination of his employment with the Company and to a

confidentiality undertaking that is without limit in time. With effect from 20 February 2018, Greg

Mesch’s salary was increased from £290,000 to £350,000. The service agreement provides that, at the

absolute discretion of the CityFibre Board, Greg Mesch may be eligible to receive a discretionary

bonus from time to time.

The Company may terminate Greg Mesch’s employment at any time by making a payment equivalent

to the salary and the cost to the Company of the employee’s benefits that would have been payable

during the shorter of either his 12 month notice period or any unexpired period of notice.

Greg Mesch’s service agreement also provides that if, within six months following a change of control

of the Company, the Company terminates Greg Mesch’s employment in breach of the terms of his

service agreement, or Greg Mesch terminates it due to a fundamental breach of agreement by the

Company, the Company shall pay Greg Mesch an amount equal to the gross value of two years’ basic

66

salary within one month following termination. Additionally, if Greg Mesch’s contract is terminated

otherwise than in accordance with certain clauses of his service contract, any share options granted to

him by way of a CityFibre Share Plan which have not vested shall immediately vest and all

unexercisable options shall then remain exercisable for a period of 5 years.

6.3 Mark CollinsOn 13 January 2014, the Company entered into a service agreement with Mark Collins on terms

identical to those of Greg Mesch set out in paragraph 6.2 above, save that Mark Collins was appointed

as the Director of Strategy and Public Affairs with a different salary, which was increased from

£170,000 to £195,000 with effect from 1 August 2017. Mark Collins commenced that office for

CityFibre Holdings Limited on 1 May 2012 and, accordingly, has served in that office for 6 years.

In addition to the aforementioned differences, the change of control provisions contained in Mark

Collins’ service agreement provide that if, within six months following a change of control, the

Company terminates Mark Collins’ employment in breach of the terms of his service agreement, or

Mark Collins terminates it due to a fundamental breach of agreement by the Company, the Company

shall pay Mark Collins an amount equal to the gross value of one year’s basic salary within one month

following termination.

Furthermore, the terms of the discretionary bonus set out in Mark Collins’ service agreement were

amended on 20 February 2018 to cap the discretionary bonus at a maximum amount of 80 per cent.

of his basic salary.

6.4 Terry HartOn 13 January 2014, the Company entered into a service agreement with Terry Hart on terms identical

to those of Greg Mesch set out in paragraph 6.2 above, save that Terry Hart was appointed as the Chief

Financial Officer of the Company with a different salary, which was increased from £215,000 to

£258,000 with effect from 20 February 2018. Terry Hart commenced that office for CityFibre Holdings

Limited on 1 January 2012 and, accordingly, has served in that office for 6 years and 4 months.

In addition to the aforementioned differences, the change of control provisions contained in Terry Hart’s

service agreement provide that if, within six months following a change of control, the Company terminates

Terry Hart’s employment in breach of the terms of his service agreement, or Terry Hart terminates it due to

a fundamental breach of agreement by the Company, the Company shall pay Terry Hart an amount equal to

the gross value of one year’s basic salary within one month following termination.

6.5 Each of the following Non-Executive Directors of CityFibre have entered into a letter of appointment

with CityFibre or a member of the CityFibre Group. The principal terms of these letters of

appointment are as follows:

Mutual notice Current salary Name of Director Date of letter Unexpired term period (per annum)Chris Stone 27 February 2017 No fixed term 30 days £100,000

Gary Mesch 13 January 2014 No fixed term 30 days £35,000

Sally Davis 12 February 2014 No fixed term 30 days £40,000

Stephen Charlton 18 November 2014 No fixed term 30 days £40,000

Spencer Lake 20 September 2017 No fixed term 30 days £35,000

6.6 Save as set out in this paragraph 6:

6.6.1 other than set out in paragraph 5.2 above in respect of the CityFibre Share Plans and Warrants,

no CityFibre Director is entitled to commission or profit sharing arrangements;

6.6.2 other than statutory compensation and payment in lieu of notice and as set out in this

paragraph 6, no compensation is payable by CityFibre to any CityFibre Director upon early

termination of their appointment; and

67

6.6.3 there are no service agreements or letters of appointment between any member of the Wider

CityFibre Group and any CityFibre Director and no such agreement has been entered into or

amended within six months preceding the date of this document.

7. Market Quotations

The following table lists the Closing Price for CityFibre Shares on:

7.1 the first trading day of each of the six months prior to the date of this document;

7.2 23 April 2018 (being the last Business Day prior to the commencement of the Offer Period); and

7.3 9 May 2018 (being the latest practicable date prior to the publication of this document).

CityFibre shareDate price (p)9 May 2018 79.80

1 May 2018 79.92

23 April 2018 42.00

3 April 2018 41.70

1 March 2018 43.00

1 February 2018 49.20

2 January 2018 64.10

1 December 2017 58.00

8. Material contracts of CityFibre

Save as set out below in this paragraph 8, there are no contracts, not being contracts entered into in the

ordinary course of business, which have been entered into by CityFibre or any other member of the CityFibre

Group since 24 April 2016 (being two years before the commencement of the Offer Period) and are, or may

be, material.

8.1 Material contracts set out in Prospectus.8.1.1 Other than paragraphs 18.5, 18.6, 18.7 and 18.8 on page 149, paragraph 18.9 on page 150,

paragraphs 18.10, 18.11 and 18.12 on page 151, and paragraphs 18.13 and 18.14 on page 152

of the Prospectus, the remaining material contracts set out in paragraph 18 of the Prospectus

are hereby incorporated into this document by reference. A copy of the Prospectus will be

available via a link on CityFibre’s website at https://CityFibre-electricstudiolt.netdna-

ssl.com/wp-content/uploads/2017/07/CityFibre-Capital-Raising-Prospectus-2017.pdf.

8.2 Facilities Agreement8.2.1 On 14 December 2015, CityFibre as borrower entered into a facilities agreement (the “Facility

Agreement”) with Proventus Capital Partners III AB as agent and security agent (“PCP”). The

lenders are funds managed by Proventus Capital Management AB or Proventus Capital

Partners III and affiliated funds (“Lender(s)”). The Facility Agreement was amended by an

agreement dated 4 May 2018.

8.2.2 The Facility Agreement comprises three main facilities (the “Facilities”)

(a) a £35 million term loan facility (the “Acquisition Facility”) which was drawn down on

18 January 2016 and used towards financing the purchase price for the acquisition of

assets from KCOM;

(b) a £35 million term loan facility (the “Capex Facility” together with the Acquisition

Facility, the “Term Facilities”) which was made available to finance permitted growth

capital expenditure by reference to contracted revenues under customer contracts and

permitted acquisitions and which is available for two years from the date of the Facility

Agreement; and

68

(c) a £15 million super senior revolving credit facility (the “RCF”) which was made

available for the same purposes as the Capex Facility and up to £5 million towards

general corporate and working capital purposes and which is available for five years and

11 months from the date of the Facility Agreement.

8.2.3 In addition, the Facility Agreement contains a £65 million accordion facility which may be

made available by any Lender under the Term Facilities at its discretion to refinance loans

under the RCF, provided that drawdown under any use of this facility occurs before January

2020.

8.2.4 CityFibre Limited agreed to pay:

(a) interest at a rate of 10 per cent. for the Term Facilities and 4.5 per cent. for the RCF, in

each case over LIBOR. A ratchet mechanism based on leverage levels may bring these

margins down to 8 per cent. and 4 per cent. respectively. Additional default interest of

2 per cent. will accrue on unpaid sums;

(b) a commitment fee of 1 per cent. per annum;

(c) an arrangement fee of 3.5 per cent. on the amount of the Facilities, which was payable

on drawdown of the Acquisition Facility;

(d) agency fees of £20,000 per annum payable to PCP as agent and £10,000 per annum

payable to PCP as security agent; and

(e) a prepayment fee in an amount required to ensure that the aggregate of certain receipts

of the Lenders amount to 1.36 times the amount of the Term Facilities.

8.2.5 The Term Facilities do not amortise and are payable in full seven years from the date of the

Facility Agreement. The RCF will terminate six years from the date of the Facility Agreement.

8.2.6 The Facility Agreement contains customary prepayment events including (i) upon change of

control of CityFibre or a sale of all or substantially all of the assets of the CityFibre Holdings

Limited group; and (ii) upon receipt of proceeds of disposals of certain assets, certain insurance

claims and certain claims under the acquisition documents and related reports, together with

customary covenants which are tested quarterly.

8.2.7 In connection with the Facilities, CityFibre Holdings Limited, CityFibre Networks Limited,

CityFibre Limited, Fibrecity Holdings Limited and CityFibre Metro Networks Limited gave

guarantees and security over their assets. In addition, CityFibre granted security over (i) the

entire issued share capital of CFHL; and (ii) its interest in shareholder loan agreements

between itself and CFHL. Pursuant to these collateral arrangements CFHL, CityFibre

Networks Limited and CityFibre Limited assigned by way of security in favour of PCP all of

their respective rights and interests under the acquisition of the KCOM assets and all customer

contracts to which those companies are parties.

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8.3 Confidentiality Agreement8.3.1 On 23 March 2018, Antin Infrastructure Partners UK Limited (acting as authorised manager of

Antin Infrastructure Partners III L.P.) and Antin Infrastructure Partners S.A.S. (acting as

management company of Antin Infrastructure Partners III FPCI), Broad Street Infrastructure

Advisors III, L.L.C. (as general partner of West Street Global Infrastructure Partners III, L.P.,

West Street International Infrastructure Partners III, L.P. and West Street European

Infrastructure Partners III, L.P.) and CityFibre entered into a confidentiality agreement

(the “Confidentiality Agreement”). The Confidentiality Agreement was amended and restated

on 4 April 2018. Pursuant to the Confidentiality Agreement, the Consortium has undertaken to

keep confidential information relating to CityFibre and not to disclose it to third parties. These

confidentiality obligations will remain in force until the earlier of (i) a period of twenty four

(24) months (or, in respect of certain designated information, 10 years) from the date of the

Confidentiality Agreement or (ii) consummation of the Acquisition. The Confidentiality

Agreement further includes customary non-solicitation and standstill obligations on the

Consortium.

8.4 Co-operation Agreement8.4.1 On 24 April 2018, Bidco and CityFibre entered into a co-operation agreement

(the “Co-operation Agreement”), pursuant to which: (i) CityFibre has agreed to co-operate

with Bidco to ensure the satisfaction of certain regulatory clearances, and Bidco has agreed,

subject to the terms of the Co-operation Agreement, to use all reasonable efforts to obtain the

regulatory clearances as soon as is reasonably practicable; (ii) the parties have agreed that

Bidco may switch to a Takeover Offer and, if it does so and no other bidder has announced a

firm intention to make an offer, to keep the offer open until at least seven days after the EU

Merger Regulation and MOFCOM clearances have been received (or the relevant waiting

periods have elapsed) or, if earlier, the 60th day after making the offer; (iii) Bidco has agreed

to provide CityFibre with certain information for the purposes of the Scheme Document, and

to otherwise assist CityFibre with the preparation of the Scheme Document; and (iv) CityFibre

and Bidco have agreed to take certain actions to implement certain proposals in relation to the

CityFibre Share Plans.

8.4.2 The Co-operation Agreement will terminate: (i) if agreed in writing between CityFibre and

Bidco; (ii) if CityFibre’s Board does not recommend the Acquisition, or withdraws any such

recommendation; (iii) upon notice by Bidco if any Condition is or becomes incapable of

satisfaction by the Longstop Date; (iv) upon notice by either party to the other if a competing

proposal is recommended by CityFibre’s Board or otherwise becomes Effective; (v) if the

Scheme is withdrawn or lapses prior to the Longstop Date (other than where the Scheme has

switched to a Takeover Offer or where Bidco subsequently announces that it will implement

the Acquisition by a different offer or scheme on the same or improved terms); (vi) upon notice

by CityFibre if Bidco elects to implement the Acquisition by a Takeover Offer without the prior

written consent of CityFibre; or (vii) the Effective Date has not occurred by the Longstop Date.

9. Material contracts of Bidco

Save as set out below there are no contracts, not being contracts entered into in the ordinary course of

business, which have been entered into by Bidco or any other member of the Bidco Group since 24 April

2016 (being two years before the commencement of the Offer Period) and are, or may be, material.

9.1 Equity Commitment Letter9.1.1 On 24 April 2018, (i) each of West Street Global Infrastructure Partners III, L.P., West Street

International Infrastructure Partners III, L.P. and West Street European Infrastructure Partners

III, L.P. (in each case acting by their general partner, Broad Street Infrastructure Advisors III,

L.L.C.) and Broad Street Principal Investments UK Limited (collectively, the “WSIP

Entities”); and (ii) Antin Infrastructure Partners UK Limited (acting as authorised manager of

Antin Infrastructure Partners III L.P.) and Antin Infrastructure Partners S.A.S. (acting as

70

management company of Antin Infrastructure Partners III FPCI) (together the “Antin Funds”)

entered into an equity commitment letter (the “ECL”) pursuant to which the WSIP Entities

(as to 50 per cent., apportioned between the WSIP Entities as set out in the ECL) and the Antin

Funds (as to 50 per cent., apportioned between the Antin Funds as set out in the ECL) will

invest, directly or indirectly, £537,769,451 in aggregate in Bidco for the purposes of financing

the consideration payable for the Scheme Shares.

9.2 Consortium Bid Agreement9.2.1 On 24 April 2018, Antin Holdco 2 (owned by Antin), WSIP Holdco 2 (owned by WSIP),

Connect Infrastructure Topco Limited (“Topco”) and Bidco entered into the Consortium Bid

Agreement, pursuant to which, among other things, Antin Holdco 2 and WSIP Holdco 2 have

agreed to make a direct investment, by way of subscription for an amount of shares in Topco

such that each of them shall invest an amount equal to 50 per cent. of the total amount of cash

funding required to be paid by Bidco to the Scheme Shareholders in connection with the

Acquisition. The Consortium Bid Agreement provides for a steering committee to be

responsible for certain decisions in relation to the Acquisition. It also includes customary

standstill, exclusivity and other confirmations given by the parties in relation to the

Acquisition. The Consortium Bid Agreement will terminate upon the earlier of: (i) the Scheme

Shareholders being paid in full in connection with the Acquisition; and (ii) the Acquisition

lapsing or being withdrawn, a condition to the Acquisition being invoked with the consent of

the Panel, or a competing offer becoming unconditional.

9.3 Bidco entered into the Confidentiality Agreement and Co-operation Agreement set out respectively

under paragraphs 8.3 and 8.4 above.

10. Offer-related arrangements

The various parties to the Acquisition have entered into the Confidentiality Agreement, Co-operation

Agreement and Consortium Bid Agreement, set out respectively under paragraphs 8.3, 8.4 and 9.2 above.

11. Deferred Shares

11.1 CityFibre has in issue 5,653,865 fully paid Deferred Shares. The Deferred Shares are not listed on any

exchange and effectively have no rights, in particular they do not confer on their holders any right to

any dividend or distribution nor the right to receive notice of, attend, speak or vote at general meetings

of CityFibre. The Deferred Shares will not form part of, and will be unaffected by, the Acquisition and

the Scheme.

11.2 It is expected that CityFibre shall procure, at the request of Bidco, the transfer of the Deferred Shares

to Bidco in accordance with the CityFibre Articles on, or shortly after, the Scheme becoming

Effective.

12. Sources and bases

12.1 The value placed by the Acquisition on the existing issued ordinary share capital of CityFibre is based

on 632,651,462 CityFibre Shares in issue on 23 April 2018, being the last dealing day prior to the date

of the Rule 2.7 Announcement.

12.2 The Closing Prices of CityFibre Shares are based on the middle market quotations of a CityFibre

Share derived from the AIM appendix to the Daily Official List for the relevant dates.

12.3 The fully diluted share capital of CityFibre of 663,912,892 CityFibre Shares is calculated as at the

close of business on 9 May 2018 (being the last practicable date prior to the publication of this

document) on the basis of:

12.3.1 CityFibre’s issued ordinary share capital of 632,651,462 CityFibre Shares; and

71

12.3.2 31,261,430 CityFibre Shares which may be issued on or after the date of this document in

respect of the “in the money” options and awards outstanding at the date of this document

under the CityFibre Share Plans and the Warrants.

12.4 All share prices expressed in pence have been rounded to the nearest pence and all percentages have

been rounded to two decimal places.

12.5 Unless otherwise stated, the financial information relating to CityFibre is extracted from the

preliminary statement of annual results of CityFibre for the financial year ended 31 December 2017.

13. Other information

13.1 Save as disclosed in this document, no proposal exists in connection with the Acquisition that any

payment or other benefit will be made or given to any of the CityFibre Directors as compensation for

loss of office or as consideration for, or in connection with, his retirement from office.

13.2 Save as disclosed in this document, no agreement, arrangement or understanding (including any

compensation arrangement) exists between Bidco or any person acting in concert with Bidco for the

purposes of the Acquisition and any of the directors, or recent directors, shareholders or recent

shareholders of CityFibre or any person interested or recently interested in shares of CityFibre, having

any CityFibre with or dependence on, or which is conditional on the Scheme becoming Effective.

13.3 Save as disclosed in this document, neither Bidco nor any person acting in concert with Bidco for the

purpose of the Acquisition, has any arrangement with any person in relation to relevant securities of

CityFibre. For these purposes “arrangement” includes any indemnity or option arrangement and any

agreement or understanding, formal or informal, of whatever nature, relating to relevant securities

which may be an inducement to deal or refrain from dealing.

13.4 Rothschild has given and not withdrawn its written consent to the issue of this document with the

references to its letter and name included herein in the form and context in which they appear.

Rothschild is regulated by the Financial Conduct Authority.

13.5 finnCap has given and not withdrawn its written consent to the issue of this document with the

inclusion of references to its name in the form and context in which it appears. finnCap is regulated

by the Financial Conduct Authority.

13.6 Liberum has given and not withdrawn its written consent to the issue of this document with the

inclusion of references to its name in the form and context in which it appears. Liberum is regulated

by the Financial Conduct Authority.

13.7 Greenhill has given and not withdrawn its written consent to the issue of this document with the

inclusion of references to its name in the form and context in which it appears. Greenhill is regulated

by the Financial Conduct Authority.

13.8 Goldman Sachs International has given and not withdrawn its written consent to the issue of this

document with the inclusion of references to its name in the form and context in which it appears.

Goldman Sachs International is regulated by the Financial Conduct Authority.

13.9 Save as disclosed in this document, the CityFibre Directors do not know of any material change in the

financial or trading position of the CityFibre since 31 December 2017, the date to which the

preliminary statement of annual results of CityFibre were prepared.

13.10 Save as disclosed in this document, no agreement, arrangement or understanding exists whereby the

beneficial ownership of any CityFibre Shares to be acquired by Bidco in pursuance of the Acquisition

will be transferred to any other persons save that Bidco reserves the right to transfer any such shares

so acquired to any other member of the Bidco Group or nominee.

13.11 At the date of this document, CityFibre does not hold any Treasury Shares.

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13.12 There have been no material changes to any information previously published by CityFibre during the

Offer Period.

13.13 There have been no material changes to any information previously published by Bidco during the

Offer Period.

13.14 Except with the consent of the Panel, settlement of the consideration to which each Scheme

Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of

the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which

Bidco may otherwise be, or claim to be entitled, against such Scheme Shareholder.

14. Offer related fees and expenses

14.1 CityFibre fees and expensesThe aggregate fees and expenses which are expected to be incurred by CityFibre in connection with

the Acquisition (excluding any applicable VAT and similar taxes) are expected to be:

Amount (excluding applicableCategory (VAT)(1)

Financial and corporate broking advice between £1,500,000 and

£6,428,000

Legal advice(2) £1,100,000

Accounting advice £100,000

Public relations advice £25,000

Other professional services £195,000 –––––––––––––––––– between £2,920,000 and

TOTAL £7,848,000

––––––––––––––––––Notes:

(1) The amount of aggregate fees and expenses for some of these services depends on whether the Acquisition successfully

completes.

(2) Fees for legal advice are charged by reference to hourly rates. Amounts included above for legal advice reflect time

incurred up to the latest practicable date prior to publication of this document and an estimate of further time required.

14.2 Bidco fees and expensesThe aggregate fees and expenses which are expected to be incurred by Bidco in connection with the

Acquisition are estimated to amount to between £3,134,934 and £11,913,888 plus applicable VAT.

This aggregate number consists of the following categories:

Amount (excluding applicableCategory (VAT)(2)

Financial and corporate broking advice between £0 and

£8,200,000

Legal advice between £1,520,504 and

£1,920,504

Accounting advice between £513,199 and

£613,199

Public relations advice N/A

Other professional services between £305,981 and

£384,935

Other costs and expenses £795,250 –––––––––––––––––––––TOTAL between £3,134,934 and

£11,913,888

–––––––––––––––––––––

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Notes:

(2) Amounts included reflect the fees incurred up to the latest practicable date prior to the publication of this document and

an estimate of further fees required. The amount of aggregate fees and expenses for some of these services depends on

whether the Acquisition successfully completes. Some of these services are charged based on the service volumes

provided. Amounts included here reflect an estimate of the expected service volumes required.

15. Documents for Inspection

Copies of the following documents will be available, free of charge, on CityFibre’s website at

www.cityfibre.com and Bidco’s website at www.cliftoninvestment.com during the period up to and

including the Effective Date or the date on which the Scheme lapses or is withdrawn whichever is the earlier:

15.1 the existing CityFibre Articles;

15.2 the articles of association of CityFibre as proposed to be amended by the resolution set out in the

notice of General Meeting set out in Part 10 (Notice of General Meeting) of this document;

15.3 the published audited consolidated accounts of CityFibre for the two years ended 31 December 2015

and 31 December 2016;

15.4 the half yearly financial information for CityFibre for the 6 months to 30 June 2017;

15.5 the preliminary statement of annual results of CityFibre for the year ended 31 December 2017;

15.6 the articles of association of Bidco;

15.7 the irrevocable undertakings and the letter of intent referred to in paragraph 4 above;

15.8 copies of the material contracts of Bidco or CityFibre or any of their respective subsidiaries referred

to in paragraphs 8.3, 8.4, 9.1 and 9.2 above;

15.9 the Prospectus;

15.10 the written consents from each of Rothschild, finnCap, Liberum, Greenhill and Goldman Sachs

International referred to in paragraphs 13.4 to 13.8 (inclusive) above; and

15.11 this document and the Forms of Proxy.

74

PART 8

DEFINITIONS

The following definitions apply throughout this document (with the exception of Part 3 (The Scheme ofArrangement)) unless the context requires otherwise:

“Acquisition” the proposed acquisition by Bidco on behalf of the Consortium of

the entire issued and to be issued ordinary share capital of CityFibre

to be implemented by means of the Scheme on the terms set out in

this Scheme Document, including, where the context so requires,

any subsequent revision, variation, extension or renewal of such

offer, or, should Bidco elect, subject to the consent of the Panel, by

means of a Takeover Offer;

“AIM” or “AIM Market” the AIM Market of the London Stock Exchange;

“AIM Rules” Rules and Guidance notes for AIM Companies and their nominated

advisers issued by the London Stock Exchange from time to time

relating to AIM traded securities and the operation of AIM;

Antin Infrastructure Partners UK Limited (acting as authorised

manager of Antin Infrastructure Partners III LP) and Antin

Infrastructure Partners S.A.S. (acting as management company of

Antin Infrastructure Partners III FPCI);

“Antin Bidco Directors” the persons listed in paragraph 2.2 of Part 7 (AdditionalInformation) of this document;

“Antin Holdco 2” Antin Connect Holdco 2 Limited, a company incorporated and

registered in England and Wales with company number 11314247

whose registered office is at 14 St. George Street, London, UK,

W1S 1FE, an indirect wholly owned subsidiary of Antin;

“Antin Infrastructure Partners” Antin Infrastructure Partners S.A.S. and Antin Infrastructure

Partners UK Limited;

“Antin Responsible Persons” the persons listed in paragraph 2.3 of Part 7 (AdditionalInformation) of this document;

“Arrowgrass” Arrowgrass Master Fund Ltd;

“Bidco” Connect Infrastructure Bidco Limited, a company incorporated in

England and Wales with company number 11320032 whose

registered office is at 3rd Floor 11-12, St James’s Square, London,

United Kingdom SW1Y 4LB, and being the subsidiary of Topco;

“Bidco Board” or “Bidco Directors” the board of directors of Bidco and “Bidco Director” means any of

them;

“Bidco Group” Bidco, its parent undertakings and its and such parent undertakings’

subsidiary undertakings;

“Bidco Shares” the existing unconditionally allotted or issued and fully paid

ordinary shares of 100 pence each in the capital of Bidco and any

further such ordinary shares which are unconditionally allotted or

issued before the Scheme becomes Effective;

“Antin”

75

“Cash Consideration” the cash consideration of 81 pence (£0.81) per Scheme Share

payable to Scheme Shareholders pursuant to the Scheme;

a share or other security which is not in uncertificated form (that is,

not in CREST);

“Business Day” a day (other than Saturdays, Sundays and public holidays in the

UK) on which banks are open for business; in the United Kingdom;

“CityFibre” or “Company” CityFibre Infrastructure Holdings plc, a company incorporated in

England and Wales with registered number 08772997;

“CityFibre Articles” CityFibre’s articles of association currently adopted and filed with

Companies House;

the board of directors of CityFibre and “CityFibre Director”

means any of them;

“CityFibre Group” CityFibre and its subsidiary undertakings and, where the context

permits, each of them;

“CityFibre Shareholders” the holders of CityFibre Shares;

“CityFibre Share Plans” the CityFibre Infrastructure Holdings plc Pre-Admission Enterprise

Management Incentive Scheme, the CityFibre Infrastructure

Holdings plc Pre-Admission Non-Employee Share Option Scheme,

the CityFibre Infrastructure Holdings plc Employee Joint Share

Ownership Plan, the CityFibre Infrastructure Holdings plc

Non-Employee Joint Share Ownership Plan, the CityFibre

Infrastructure Holdings plc Qualifying Share Option Scheme, the

CityFibre Infrastructure Holdings plc Non-Employee Share Option

Scheme, the CityFibre Infrastructure Holdings plc Long Term

Incentive Plan and the CityFibre Infrastructure Holdings plc

Non-Employee Long Term Incentive Plan;

“CityFibre Share(s)” the ordinary shares of one penny each in the capital of CityFibre;

“Closing Price” the closing middle-market quotation of a CityFibre Share as derived

from the Daily Official List of the London Stock Exchange;

“Code” or “City Code” The City Code on Takeovers and Mergers;

“Companies Act” the Companies Act 2006 (as amended, modified, consolidated

re-enacted or replaced from time to time);

“Computershare” Computershare Investor Services PLC, having its registered address

at The Pavilions, Bridgwater Road, Bristol BS13 8AE;

“Conditions” the conditions and certain further terms to the implementation of the

Acquisition set out in Part 4 (Conditions and further terms of theAcquisition and the Scheme) of this Scheme Document and

“Condition” means any one of them;

“Confidentiality Agreement” the confidentiality agreement entered into between Antin, WSIP

and CityFibre on 23 March 2018, as amended and restated on

4 April 2018;

“Consortium” comprising Antin and WSIP including any syndicate equity

arrangements as may be put in place from time to time;

“certificated” or “in certificated

form”

“CityFibre Directors” or

“CityFibre Board”

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“Consortium Bid Agreement” the consortium bid agreement dated 24 April 2018 entered into

between Bidco, Topco, Antin Holdco 2 and WSIP Holdco 2;

“Co-operation Agreement” the co-operation agreement dated 24 April 2018 entered into

between Bidco and CityFibre;

“Court” the High Court of Justice in England and Wales;

“Court Hearing” the hearing of the Court (and any adjournment thereof) of the

application to sanction the Scheme pursuant to Part 26 of the

Companies Act, at which the Court Order is expected to be granted;

“Court Meeting” the meeting of Scheme Shareholders (and any adjournment,

postponement or reconvention thereof) to be convened pursuant to

an order of the Court under Part 26 of the Companies Act, notice of

which is set out in Part 9 (Notice of Court Meeting) of this Scheme

Document, for the purposes of considering and, if thought fit,

approving the Scheme (with or without amendment);

“Court Order” the order of the Court sanctioning the Scheme pursuant to Part 26

of the Companies Act;

“CREST” the relevant system (as defined in the CREST Regulations) in

respect of which Euroclear is the Operator (as defined in the

CREST Regulations) in accordance with which securities may be

held and transferred in uncertificated form;

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755);

“CREST Manual” the CREST Reference Manual referred to in agreements entered

into by Euroclear;

“CREST member” a person who is, in relation to CREST, a system-member (as defined

in the Regulations);

“CREST payment” has the meaning given in the CREST Manual;

“Daily Official List” the Daily Official List of the London Stock Exchange;

“Data Room” the Project Accelerate online virtual data room facility provided by

Sterling on behalf of CityFibre;

“Dealing Disclosure” has the same meaning as in Rule 8 of the City Code;

“Deferred Shares” deferred shares of one penny each in the capital of CityFibre;

“Disclosed” the information fairly disclosed by, or on behalf of, CityFibre: (i) in

the audited consolidated annual report and accounts of the

CityFibre Group for the year ended 31 December 2016; (ii) in the

half year results of CityFibre Group for the 6 months to 30 June

2017; (iii) in writing to the Consortium and/or Bidco and/or its

agents and advisers prior to the date of the Rule 2.7 Announcement

in relation to the Rule 2.7 Announcement; (iv) in a public

announcement to a RIS made by CityFibre prior to the date of the

Rule 2.7 Announcement; (v) in the Data Room; or (vi) in the

Rule 2.7 Announcement;

“Disclosure Table” the disclosure table on the Takeover Panel’s website at

www.thetakeoverpanel.org.uk;

77

“EBT” the CityFibre Employee Benefit Trust established by a deed dated

22 May 2014;

“EEA” the European Economic Area;

“Effective” in the context of the Acquisition:

(i) if the Acquisition is implemented by way of the Scheme,

means the Scheme having become effective pursuant to its

terms; or

(ii) if the Acquisition is implemented by way of a Takeover

Offer, such offer having been declared or become

unconditional in all respects in accordance with the

requirements of the Code;

“Effective Date” the date on which (i) the Scheme becomes Effective or (ii) if Bidco

elects to implement the Acquisition by way of a Takeover Offer, the

date on which such Takeover Offer becomes or is declared

unconditional in all respects;

“Entanet” Entanet Holdings Limited, a company incorporated in England and

Wales with registered number 07902027 and whose registered

office is at Stafford Park 6, Telford, Shropshire, TF3 3AT and,

where the context requires, its subsidiary undertaking Entanet

International;

“Entanet International” Entanet International Limited, a company incorporated in England

and Wales with registered number 03274237 and whose registered

office is at Stafford Park 6, Telford, Shropshire, TF3 3AT, being a

wholly owned subsidiary of Entanet;

“Euroclear” Euroclear UK & Ireland Limited;

“Excluded Shares” any CityFibre Shares legally or beneficially owned by any member

of the Bidco Group (if any);

such amount as is required to be paid pursuant to the Proventus

Facility in order to repay all amounts due thereunder, to cancel all

facilities made available thereunder and to procure the release of all

members of the CityFibre Group from their obligations thereunder,

including any accrued interest, prepayment fee or any other amount

due thereunder;

“Explanatory Statement” this document and in particular the statement prepared in

compliance with section 897 of the Companies Act and contained in

Part 2 (Explanatory Statement) of this document;

“EU Merger Regulation” Council Regulation (EC) No. 139/2004;

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

time;

“finnCap” finnCap Ltd of 60 New Broad Street, London EC2Y 9LY;

“Form(s) of Proxy” the forms of proxy for use at the Court Meeting and the General

Meeting respectively (or either of them);

“FTTP” Fibre to the Premises;

“Existing Debt Repayment

Amount”

78

“General Meeting” the general meeting of CityFibre Shareholders (and any

adjournment, postponement or reconvention thereof) to be

convened in connection with the Acquisition, notice of which is set

out in Part 10 (Notice of General Meeting) of this Scheme

Document, to consider and if thought fit approve various matters in

connection with the implementation of the Scheme;

“Greenhill” Greenhill & Co. International LLP of Lansdowne House,

57 Berkeley Square, London, W1J 6ER;

“Goldman Sachs International” Goldman Sachs International, a company incorporated in England

with number 02263951 whose registered office is at Peterborough

Court, 133 Fleet Street, London EC4A 2BB;

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

“IFRS” International Financial Reporting Standards;

“Invesco” Invesco Asset Management Limited;

“Jupiter” Jupiter Asset Management Limited;

“KCOM” KCOM Group plc;

“Liberum” Liberum Capital Limited of Ropemaker Place, Level 12,

25 Ropemaker Street, London EC2Y 9LY;

“London Stock Exchange” London Stock Exchange plc;

“Longstop Date” 31 October 2018 or such later date as may be agreed in writing by

CityFibre and Bidco (with the Panel’s consent and as the Court may

approve (if such approval is required));

“MOFCOM” Ministry of Commerce, People’s Republic of China;

“Meetings” the Court Meeting and the General Meeting, and “Meeting” shall

be construed accordingly;

“Melqart” Melqart Asset Management (UK) Ltd;

“members” members of the Company on the register of members at any

relevant date;

“MVN” MVN Asset Management Limited;

“Non-Executive Directors” Sally Davis, Chris Stone, Gary Mesch, Spencer Lake and Stephen

Charlton;

“Offer Period” the offer period (as defined by the Code) relating to CityFibre,

which commenced on the date of the Rule 2.7 Announcement and

ending on the day the Acquisition becomes Effective, lapses or is

withdrawn (or such other date as the Panel may decide);

“Opening Position Disclosure” has the same meaning as in Rule 8 of the Code;

“Overseas Shareholders” CityFibre Shareholders whose registered addresses are outside the

UK or who are citizens or residents of countries other than the UK;

“Panel” the UK Panel on Takeovers and Mergers;

“Pelham” Pelham Capital Ltd;

79

“PLC” public limited company;

“Placing” placing of 363,636,364 CityFibre Shares at 55 pence per CityFibre

Share as described in the prospectus dated 11 July 2017 and

admission to trading on AIM of the 363,636,364 CityFibre Shares

which took place on 28 July 2017;

“pounds”, “£” or “pence” the lawful currency of the United Kingdom;

“Prospectus” the placing prospectus published by CityFibre on 11 July 2017;

“Proventus Facility” the term and revolving facilities agreement between, among others,

CityFibre and Proventus Capital Partners III dated 14 December

2015;

“Prudential Regulation Authority” the UK Prudential Regulation Authority or its successor from time

to time;

“Registrar of Companies” the Registrar of Companies in England and Wales;

“Registrar” Computershare, the registrars to the Company;

“Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 number 3755)

as amended;

“Regulatory Information Service” a regulatory information service that is approved by the FCA and is

on the list of Regulatory Information Services maintained by the

FCA;

“Restricted Jurisdiction” any jurisdiction where local laws or regulations may result in a

significant risk of civil, regulatory, or criminal exposure if

information concerning the Acquisition is sent or made available to

CityFibre Shareholders in that jurisdiction;

“Rothschild” N M Rothschild & Sons Limited of New Court, St Swithin’s Lane,

London, EC4N 8AL;

“Rule 2.7 Announcement” the announcement of the Acquisition made in accordance with

Rule 2.7 of the Code and published on 24 April 2018;

“Sand Grove” Sand Grove Capital Management LLP;

“Scheme” the scheme of arrangement proposed under Part 26 of the

Companies Act between CityFibre and the Scheme Shareholders as

set out in this this Scheme Document, with or subject to any

modification, addition or condition approved or imposed by the

Court and agreed to by CityFibre and Bidco;

“Scheme Document” this document;

“Scheme Record Time” 6.00 p.m. (London Time) on the Business Day immediately after the

Court Hearing;

“Scheme Shareholders” holders of Scheme Shares, and a “Scheme Shareholder” shall

mean any one of those Scheme Shareholders;

“Scheme Shares” CityFibre Shares:

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

(ii) (if any) issued after the date of this Scheme Document but

before the Voting Record Time; and

80

(iii) (if any) issued at or after the Voting Record Time and before

the Scheme Record Time on terms that the original or any

subsequent holders shall be, or shall have agreed in writing

by such time to be, bound by the Scheme;

save for any Excluded Shares;

“Special Resolution” the special resolution set out in the notice of General Meeting in

Part 10 (Notice of General Meeting) of this document;

shall be construed in accordance with the Companies Act;

“Takeover Offer” if the Acquisition is effected by way of a takeover offer as defined

in Part 28 of the Companies Act, the offer to be made by or on

behalf of Bidco to acquire the issued and to be issued ordinary share

capital of CityFibre on the terms and subject to the conditions to be

set out in the applicable offer document;

“Third Party” each of a central bank, government or governmental, supranational,

statutory, regulatory, professional or investigative body or authority

(including any antitrust or merger control authority), court,

arbitrator or arbitrator panel, professional association,

environmental body, any regulatory organization or private body

exercising any regulatory, taxing, importing, or any other similar

body or person whatsoever in any jurisdiction;

“Topco” Connect Infrastructure Topco Limited, a company jointly owned by

Antin Holdco 2 (as to 50 per cent.) and WSIP Holdco 2 (as to

50 per cent.), incorporated and registered in England and Wales

with company number 11319944 whose registered office is at 3rd

Floor 11-12, St James’s Square, London, United Kingdom, W1Y

4LB;

“Treasury Shares” shares held as treasury shares as defined in section 724(5) of the

Companies Act;

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

a share or other security recorded on the relevant register as being

held in uncertificated form in CREST and title to which, by virtue

of the CREST Regulations, may be transferred by means of

CREST;

the United States of America, its possessions and territories, all

areas subject to its jurisdiction or any subdivision thereof, any State

of the United States and the District of Columbia;

“US Exchange Act” the US Securities Exchange Act of 1934, as amended and the rules

and regulations promulgated thereunder;

“VAT” valued added tax or any similar sales or turnover tax whether in the

United Kingdom or any other jurisdiction;

“Vodafone” Vodafone Limited;

“Vodafone Agreement” the agreement for the provision and use of FTTH infrastructure and

services between CityFibre Limited and Vodafone dated

9 November 2017;

“United States of America”,

“US” or “United States”

“uncertificated” or “in

uncertificated form”

“subsidiary”, “subsidiary

undertaking”, “associated

undertaking” and “undertaking”

81

“Voting Record Time” 6.00 p.m. (London time) on the day which is two days (excluding

any part of a day that is not a Business Day) before the Court

Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day

which is two days (excluding any part of a day that is not a Business

Day) before the date of such adjourned meeting;

“Warrants” the warrants to subscribe for an aggregate of 632,573 CityFibre

Shares granted pursuant to the Warrant Instrument;

“Warrant Instrument” the deed poll dated 13 January 2014 issued by CityFibre in respect

of Warrants;

“Wider Bidco Group” the Bidco Group and any of its subsidiaries, subsidiary undertakings

and associated undertakings and any other body corporate,

partnership, joint venture or person in which Bidco and such

undertakings (aggregating their interests) have a direct or indirect

interest of 20 per cent. or more of the voting or equity capital or

equivalent;

“Wider CityFibre Group” the CityFibre Group and any of its subsidiaries, subsidiary

undertakings and associated undertakings and any other body

corporate, partnership, joint venture or person in which CityFibre

and such undertakings (aggregating their interests) have a direct or

indirect interest of 20 per cent. or more of the voting or equity

capital or equivalent;

“WSIP Responsible Persons” the persons listed in paragraph 2.4 of Part 7 (AdditionalInformation) of this document;

West Street Global Infrastructure Partners III, L.P., West Street

International Infrastructure Partners III, L.P. and West Street

European Infrastructure Partners III, L.P. (in each case acting by

their general partner, Broad Street Infrastructure Advisers III,

L.L.C) and Broad Street Principal Investments UK Limited;

“WSIP Bidco Directors” the persons listed in paragraph 2.2 of Part 7 (AdditionalInformation) of this document; and

“WSIP Holdco 2” WSIP III Connect Infrastructure Holding 2 Limited, a company

incorporated and registered in England and Wales with company

number 11319071 whose registered office is at 3rd Floor 11-12,

St James’s Square London, UK, SW1Y 4LB, an indirectly wholly

owned subsidiary of WSIP.

All the times referred to in this document are London times unless otherwise stated.

References to the singular include the plural and vice versa.

“WSIP” or “West Street

Infrastructure Partners”

82

PART 9

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2018-003245

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (Ch D)

ICC JUDGE BARBER

IN THE MATTER OF CITYFIBRE

INFRASTRUCTURE HOLDINGS PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an Order dated 9 May 2018 made in the above matters, the Court has

given permission to CityFibre Infrastructure Holdings plc (the “Company”) to convene a meeting (the

“Court Meeting”) of the holders of the Scheme Shares (as defined in the Scheme of Arrangement referred

to below), for the purpose of considering and, if thought fit, approving (with or without modification) a

Scheme of Arrangement pursuant to Part 26 of the Companies Act 2006 proposed to be made between the

Company and the holders of the Scheme Shares and that the Court Meeting will be held at the offices of

CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF

on 4 June 2018 at 10.00 a.m. (London time) at which place and time all holders of the Scheme Shares are

requested to attend.

Copies of the Scheme of Arrangement and the explanatory statement required to be furnished pursuant to

section 897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Holders of Scheme Shares entitled to attend and vote at the Court Meeting may vote in person at such

meeting or they may appoint another person, whether a member of the Company or not, as their proxy

to exercise all or any of their rights to attend, speak and vote in their place. A blue Form of Proxy for

use at the Court Meeting is enclosed with this notice. Completion and return of a blue Form of Proxy

will not prevent a holder of Scheme Shares from attending and voting in person at the Court Meeting,

or any adjournment thereof, if he wishes to do so.

In the case of joint holders of Scheme Shares, any one such joint holder may tender a vote, whether in person

or by proxy, at the Court Meeting, however the vote of the senior who tenders a vote whether in person or

by proxy will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose

seniority will be determined by the order in which the names stand in the register of members of the

Company in respect of the relevant joint holding.

Holders of Scheme Shares are entitled to appoint a proxy in respect of some or all of their Scheme

Shares. Holders of Scheme Shares are also entitled to appoint more than one proxy, provided that each

proxy is appointed to exercise the rights attached to a different share or shares held by such holder.

A space has been included in the blue Form of Proxy to allow holders of Scheme Shares to specify the

number of Scheme Shares in respect of which that proxy is appointed. Holders of Scheme Shares who

return the blue Form of Proxy duly executed but leave this space blank or specify a number of Scheme

Shares in excess of those held by the holder of Scheme Shares at the time referred to below, will be

deemed to have appointed the proxy in respect of all of their Scheme Shares.

Holders of Scheme Shares who wish to appoint more than one proxy in respect of their shareholding

should read the notes on the blue Form of Proxy and note the principles that will be applied in relation

to multiple proxies.

83

It is requested that the blue Form of Proxy (together with any power of attorney or other authority under

which it is signed, or a notarially certified copy of such authority) be lodged with the Company’s registrar,

Computershare, in accordance with the instructions printed thereon not later than 48 hours before the start

of the meeting (excluding any part of a day that is not a Business Day). If the blue Form of Proxy for use at

the Court Meeting is not lodged before this time, it may be handed to the Chairman of the Court Meeting or

to a representative of the Company’s registrar in attendance before the start of the Court Meeting and will

still be valid.

You may appoint a proxy electronically by logging on to the website of the Company’s registrar at

www.investorcentre.co.uk/eproxy and entering the Control Number, PIN and Shareholder Reference

Number shown in your Form of Proxy. Full details of the procedure for appointing a proxy electronically are

on the website. Further information is also included on the Forms of Proxy.

Proxies submitted using the CREST proxy voting service must be transmitted so as to be received by the

Company’s registrar (under CREST participant 3RA50) not later than 10.00 a.m. on 31 May 2018 or (as the

case may be) no later than 48 hours prior to the time and date fixed for such adjourned meeting (excluding

any part of a day that is not a Business Day). The time of receipt will be taken to be the time from which the

Company’s registrar is able to retrieve the message by enquiry to CREST.

Entitlement to attend and vote at the Court Meeting, or any adjournment thereof, and the number of votes

which may be cast thereat will be determined by reference to the register of members of the Company at

6.00 p.m. (London time) on the day which is two days (excluding any part of a day that is not a Business

Day) before the date of the Court Meeting or adjourned meeting (as the case may be). In each case, changes

to the register of members of the Company after such time will be disregarded in determining the rights of

any person to attend, speak or vote at the Court Meeting, or at any adjournment thereof.

Voting at the Court Meeting will be conducted on a poll rather than a show of hands. By the said Order, the

Court has appointed Chris Stone or, failing him, Greg Mesch or, failing him, Terry Hart to act as Chairman

of the Court Meeting and has directed the Chairman to report the result of the Court Meeting to the Court.

The said Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 10 May 2018

CMS Cameron McKenna Nabarro Olswang LLP

Cannon Place

78 Cannon Street

London

EC4N 6AF

Solicitors for CityFibre Infrastructure Holdings plc

Notes:

1. A member of the company entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend, speak

and, on a poll, vote instead of him or her provided that if more than one proxy is appointed each proxy is appointed to exercise

rights attaching to different shares. A proxy need not be a member of the company.

2. To appoint more than one proxy, please photocopy the blue Form of Proxy indicating on each copy the name of the proxy you

wish to appoint and the number of shares in respect of which the proxy is appointed and follow the instructions set out in the

blue Form of Proxy.

3. A blue Form of Proxy is enclosed with this notice. Instructions for use are shown on the form. To be valid, the completed Forms

of Proxy should be returned (together with any power of attorney or other authority under which they are signed, or a notarially

certified copy of such authority) to the Company’s registrar, Computershare Investor Services PLC at the Pavilions, Bridgwater

Road, Bristol BS99 6ZY, in accordance with the instructions printed on it, not later than 48 hours before the start of the Court

Meeting (excluding any part of a day that is not a Business Day). If the blue Form of Proxy for use at the Court Meeting is not

lodged before this time, it may be handed to the Chairman of the Court Meeting or to a representative of the Company’s registrar

in attendance before the start of the Court Meeting and will still be valid.

4. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that entitlement to attend

and vote at the meeting or any adjournment of it, and the number of votes which may be cast at it, will be determined by reference

to the register of members of the Company at 6.00 p.m. on the date two days (excluding any part of a day that is not a Business

84

Day) before the date of the meeting or any adjourned meeting (as the case may be). Changes to the register of members after

6.00 p.m. (London time) on 31 May 2018 or, if the meeting is adjourned, after 6.00 p.m. on the day prior to the day immediately

before the day fixed for the adjourned meeting, will be disregarded in determining the rights of any person to attend or vote at

the meeting. Voting on all resolutions will be by way of a poll. Each Scheme Shareholder present at this meeting will be entitled

to one vote for every Scheme Share registered in his or her name and each corporate representative or proxy will be entitled to

one vote for each Scheme Share which he/she represents. Scheme Shareholders who submit a proxy form with voting instructions

in advance of this meeting specifying the chairman of the Company as their proxy, but who attend this meeting in person, need

not complete a poll card unless they wish to change their vote.

5. You may appoint a proxy electronically by logging on to the website of the Company’s registrar at

www.investorcentre.co.uk/eproxy and entering the Control ID, PIN and Shareholder Reference Number shown in your Form of

Proxy. Full details of the procedure for appointing a proxy electronically are on the website. Further information is also included

on the Form of Proxy.

6. Except as provided above, members who wish to communicate with the Company in relation to the matters set out in this notice

should do so in writing to the Company’s registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road,

Bristol BS99 6ZY or by phone on 0370 707 1168 from within the UK or +44 370 707 1168 if calling from outside the UK. Lines

are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. The helpline cannot provide advice on the merits of

the Scheme (or any proposals relating to it) nor give any financial, legal or tax advice. No other methods of communication will

be accepted. In particular you may not use any electronic address provided in the document of which this notice forms part or in

any related documents (including the Form of Proxy for use at the meeting and the Form of Proxy for use at the related Court

Meeting) for any purposes other than those expressly stated.

7. You may not use any electronic address provided either in this notice or in any related documents (including the enclosed Form

of Proxy) to communicate with the Company for any purposes other than those expressly stated.

8. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the Court

Meeting. In accordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders’ Rights)

Regulations 2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could

exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares.

9. As at 9 May 2018 (being the latest Business Day before publication of this notice), the Company’s issued share capital consisted

of 632,651,462 ordinary shares of £0.01 each and carrying one vote each and 5,653,865 deferred shares of £0.01 each which do

not carry any voting rights. The total voting rights in the Company as at 9 May 2018 is 632,651,462.

85

PART 10

NOTICE OF GENERAL MEETING

CITYFIBRE INFRASTRUCTURE HOLDINGS PLC

(Registered in England and Wales under company number 08772997)

NOTICE IS HEREBY GIVEN that a general meeting of CityFibre Infrastructure Holdings plc (the

“Company”) will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place,

78 Cannon Street, London, EC4N 6AF on 4 June 2018 at 10.15 a.m. (or as soon thereafter as the Court

Meeting (as defined in the document of which this notice forms part) shall have concluded or been

adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be

proposed as a special resolution:

SPECIAL RESOLUTION

THAT for the purpose of giving effect to the scheme of arrangement dated 10 May 2018 (the “Scheme”)

between the Company and the holders of its Scheme Shares (each as defined in the Scheme), a print of which

has been produced to this meeting and for the purposes of identification signed by the Chairman thereof in

its original form or subject to any such modification, addition or condition approved or imposed by the High

Court of Justice of England and Wales and agreed by the Company and Connect Infrastructure Bidco

Limited (“Bidco”):

1. the directors of the Company be authorised to take all such action as they may consider necessary or

appropriate for carrying the Scheme into effect;

2. with effect from the passing of this resolution, the articles of association of the Company be amended

by the adoption and inclusion of the following new article 149 and article 150:

“149. Scheme of Arrangement – Definitions

“the Scheme” means the scheme of arrangement dated 10 May 2018 between the Company and the holders

of Scheme Shares (as defined in the Scheme) under Part 26 of the Act in its original form or with or subject

to any modification of, addition to or condition approved or imposed by the Court and jointly consented to

by the Company and Connect Infrastructure Bidco Limited (“Bidco”).

150. Scheme of Arrangement

150.1 Expressions defined in the Scheme shall have the same meanings in this article 150 (save as expressly

defined in these articles).

150.2 Notwithstanding any other provision of these articles, if the Company issues any ordinary shares

(other than to Bidco and/or its nominee(s)) at or after the adoption of this article and at or before the

Scheme Record Time, such shares shall be issued subject to the terms of the Scheme (and shall be

Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such

shares shall be bound by the Scheme accordingly.

150.3 Notwithstanding any other provision of these articles, subject to the Scheme becoming effective, if

any ordinary shares are issued to any person (each, a “New Member”) (other than under the Scheme

or to Bidco and/or its nominee(s)) after the Scheme Record Time (“Post-Scheme Shares”), such

shares shall be issued on terms that they shall on the Effective Date or, if later, on issue (but subject

to the terms of article 150.5 below), be immediately transferred to Bidco (or Bidco may direct) (the

“Purchaser”), which shall be obliged to acquire each Post-Scheme Share and pay in consideration to

the relevant New Member, subject to article 150.4, an amount in cash for each Post-Scheme Share

that the relevant New Member would have been entitled to under the Scheme had such Post-Scheme

Share been a Scheme Share.

86

150.4 The cash payment per share to be paid pursuant to article 150.3 shall be adjusted as appropriate to

reflect in such manner as the auditors of the Company may determine, any reorganisation of, or

material alteration to, the share capital of the Company (including, without limitation, any subdivision

and/or consolidation) carried out after the Effective Date and references in this article to ordinary

shares shall, following such adjustment, be construed accordingly.

150.5 To give effect to any transfer of Post-Scheme Shares required pursuant to article 150.3, the Company

may appoint any person as agent and/or attorney for the New Member (or any subsequent holder or

any nominee of such New Member) to transfer the Post-Scheme Shares to Bidco (and/or its

nominee(s)) and do all such other things and execute and deliver all such documents or deeds as may

in the opinion of the agent/attorney be necessary or desirable to vest the Post-Scheme Shares in Bidco

(and/or its nominee(s)) and, pending such vesting, to exercise all such rights attaching to the Post-

Scheme Shares (other than the right to receive the consideration payable under article 150.3 and, if

relevant, article 150.4) as Bidco may direct. If an agent/attorney is so appointed, the New Member (or

any subsequent holder or any nominee of such New Member) shall not thereafter (except to the extent

that the agent/attorney fails to act in accordance with the directions of Bidco) be entitled to exercise

any rights attaching to the Post-Scheme Shares (other than the right to receive the consideration

payable under article 150.3 and, if relevant, article 150.4) unless so agreed in writing by Bidco. The

agent/attorney shall be empowered to execute and deliver as transferor a form of transfer or other

instrument or instruction of transfer on behalf of the New Member (or any subsequent holder or any

nominee of such New Member) in favour of Bidco (and/or its nominee(s)) and the Company may give

a good receipt for the consideration for the Post-Scheme Shares and may register Bidco (and/or its

nominee(s)) as holder thereof and issue to it certificate(s) for the same. The Company shall not be

obliged to issue a certificate to the New Member (or any subsequent holder or any nominee of such

New Member) for the Post-Scheme Shares.

150.6 Bidco shall settle the consideration due to the New Member under article 150.3 and, if relevant, article

150.4 within 14 days of the issue of the Post-Scheme Shares to the New Member.

150.7 Notwithstanding any other provision of these articles, neither the Company nor the directors shall

refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and

the earlier of: (i) the Effective Date and (ii) the date on which the Scheme lapses or is withdrawn.

150.8 If the Scheme shall not have become effective by the applicable date referred to in clause 5.2 of the

Scheme, article 149 and this article 150 shall cease to be of any effect.”

By order of the CityFibre Board

Christopher Gawn

Company Secretary

Dated 10 May 2018

87

Notes:

1. Votes at the General Meeting on all matters will be taken on a poll. The results of the voting on the resolution will be announced

through a Regulatory Information Service and will appear on the Company’s website as soon as possible after the conclusion of

the General Meeting.

2. The “Vote Withheld” option is provided to enable you to abstain on the specified resolution. However, it should be noted that a

“Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against”

the specified resolution. If no voting indication is given and you have a proxy, your proxy will vote or abstain from voting at his

or her discretion.

3. If you hold your shares in uncertificated form, i.e. in CREST, you may vote using the CREST system (please see the notes

below).

4. A member of the company entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend, speak

and, on a poll, vote instead of him or her provided that if more than one proxy is appointed each proxy is appointed to exercise

rights attaching to different shares. A proxy need not be a member of the company.

5. To appoint more than one proxy, please photocopy the enclosed white Form of Proxy indicating on each copy the name of the

proxy you wish to appoint and the number of shares in respect of which the proxy is appointed and follow the instructions set

out in the white Form of Proxy.

6. To be valid, the white Form of Proxy, together with any power of attorney or other authority under which it is signed, or a duly

certified copy thereof, must be received at the offices of the Company’s registrar at Computershare Investor Services PLC, The

Pavilions, Bridgwater Road, Bristol BS99 6ZY not later than 48 hours before the time of the meeting or, as the case may be, the

adjourned meeting (excluding any part of a day that is not a Business Day).

7. Completion and return of a white Form of Proxy will not prevent a member from attending and voting in person at the meeting,

or any adjournment thereof, in person if he wishes to do so.

8. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360(b)(2) of the

Companies Act 2006, specifies that entitlement to attend and vote at the meeting or any adjournment thereof, and the number of

votes which may be cast thereat, will be determined by reference to the register of members of the Company at 6.00 p.m. (London

time) on the day which is two days (excluding any part of a day that is not a Business Day) before the date of the meeting or any

adjourned meeting (as the case may be). Changes to the register of members after 6.00 p.m.(London time) on 31 May 2018 or,

if the meeting is adjourned, after 6.00 p.m. on the day prior to the day immediately before the day fixed for the adjourned

meeting, will be disregarded in determining the rights of any person to attend or vote at the meeting.

9. You may appoint a proxy electronically by logging on to the website of the Company’s registrar at

www.investorcentre.co.uk/eproxy and entering the voting ID, PIN and Shareholder Reference Number shown in your form of

proxy. Full details of the procedure for appointing a proxy electronically are on the website. Further information is also included

on the Forms of Proxy.

10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so

for the General Meeting and any adjournment(s) thereof by using the procedures, and the address, described in the CREST

Manual (available via www.euroclear.com/CREST) subject to the provisions of the Company’s articles of association.

11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a

“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s

(“Euroclear”) specifications and must contain the information required for such instructions, as described in the CREST Manual.

12. If you submit your proxy electronically through CREST, to be valid, the appropriate CREST message, (regardless of whether it

relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy) must, in order

to be valid, be transmitted so as to be received by the Company’s registrar, Computershare, (ID 3RA50) by no later than

10.15 a.m. on 31 May 2018 or, if the General Meeting is adjourned, by no later than 48 hours (excluding any part of a day that

is not a Business Day) before the time fixed for the adjourned meeting. For this purpose the time of receipt will be taken to be

the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the Registrar is

able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions

to proxies appointed through CREST should be communicated to the appointee through other means.

13. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting

service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate

action on their behalf.

14. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not

make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore

apply in relation to the input of CREST Proxy Instructions.

15. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or

sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s)

take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular

88

time. In this respect, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred,

in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

16. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the

Uncertificated Securities Regulations 2001.

17. To facilitate entry to the general meeting, members are requested to bring with them the admission card which is attached to the

proxy card.

18. All proxies, however submitted, must be lodged with the Company’s Registrar, Computershare, by no later than 10.15 a.m. on

31 May 2018.

19. Except as provided above, members who wish to communicate with the Company in relation to the matters set out in this notice

should do so in writing to the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13

8AE, or by phone on 0370 707 1168 from within the UK or +44 370 707 1168 if calling from outside the UK. Lines are open

between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. The helpline cannot provide advice on the merits of the

Scheme (or any proposals relating to it) nor give any financial, legal or tax advice. No other methods of communication will be

accepted. In particular you may not use any electronic address provided in the document of which this notice forms part or in

any related documents (including the Form of Proxy for use at the meeting and the Form of Proxy for use at the related Court

Meeting) for any purposes other than those expressly stated.

20. In the case of joint holders of ordinary shares the vote of the senior who tenders a vote, whether in person or by proxy, will be

accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the

names stand in the register of members of the Company in respect of the relevant joint holding (the first named being the most

senior).

21. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this notice

of the General Meeting (or in any related documents including the proxy form) to communicate with the Company for any

purposes other than those expressly stated.

22. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at this. In

accordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders’ Rights) Regulations

2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise

if it were an individual member of the Company, provided that they do not do so in relation to the same shares.

23. As at 9 May 2018 (being the latest Business Day before publication of this notice), the Company’s issued share capital consisted

of 632,651,462 ordinary shares of £0.01 each and carrying one vote each and 5,653,865 deferred shares of £0.01 each which do

not carry voting rights. The total voting rights in the Company as at 9 May 2018 is 632,651,462.

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