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2014-05-02

Altice SA : Notice to Shareholders

ALTICE S.A.,

Société
anonyme

Registered Office: 3, boulevard Royal
L-2449 Luxembourg
R.C.S. Luxembourg: B.183.391
(the "Company
")

NOTICE TO SHAREHOLDERS

The shareholders of the Company are invited to attend the
ANNUAL GENERAL MEETING

of Shareholders (the "General Meeting") on Monday2 June 2014
at 2.00 P.M Central European Summer Time ("CEST") at Aerogolf Center - 1B,
Heienhaff, L-1736 Senningerberg/Luxembourg, Grand Duchy of Luxembourg to
deliberate and vote on the following matters:

Agenda:

1 Presentation of the consolidated Board of Director's report and the report
of theréviseur d'entreprises agréé on the consolidated financial statements
of the Company (the "Consolidated Financial Statements") for the financial
year ended 31 December 2013
2 Approval of the Consolidated Financial Statements for the financial year
ended 31 December 2013.

The General Meeting will validly deliberate on all resolutions on the agenda
regardless of the number of shareholders present and of the number of shares
represented, and the resolutions relating to these agenda items will be
adopted by a simple majority of the votes validly cast by shareholders
present or represented and voting. Each share is entitled to one vote.

A copy of the documentation related to the General Meeting is available from
the date of publication of this convening notice, at the Company's registered
office and on the Company's website www.altice.net under Investors Relations
- Shareholders' meetings. Our Annual report 2013 is available on our website.
Shareholders may obtain free of charge a hard copy of the Annual Report 2013
(in English) at the Company's registered office by calling + 352 47 38 85 20,
sending a fax to + 352 22 60 56 40, or by e-mail to compliance@altice.net.
1.1
Addition of agenda items or tabling of alternative resolutions

One or more shareholders holding together at least 5% of the Company share
capital have the right to add new items to the agenda of the General Meeting
and/or table draft resolutions for items in this respect. Any such request
must be received by the Company before 6.00 p.m. CEST on 12 May 2014. The
request must be made in writing and sent to the Company by e-mail (to
compliance@altice.net) or postal mail (to General Counsel, Altice S.A., 3,
boulevard Royal L-2449 Luxembourg) and must include the text of the new
agenda item and/or a draft resolution, accompanied by a justification. The
request must include the name of a contact person and a contact address
(postal address and e-mail) of the requestor to enable the Company to confirm
receipt within 48 hours, and proof must be provided (in the form of a
confirmation issued by a financial intermediary) that the requestor was a
shareholder of the Company on the Record Date (as defined below under item
1.3.).

The Company shall prepare a revised agenda including such additional items on
or before the 18 May 2014.
1.2
Ability to ask questions ahead of the General Meeting

Shareholders have the right to ask questions related to items on the agenda of
the General Meeting ahead of and during the meeting. The Company will on a
best efforts basis provide responses to the questions during the
question&answer session. The Company may provide one overall answer to
questions having the same content. Where the relevant information is
available on the website of the Company in a question and answer format, the
Company shall be deemed to have answered the questions asked by referring to
the website.
1.3
General Meeting - Attending in person or voting by proxy

Only shareholders who were recorded as holders of shares on the Record Date
(as defined hereafter) are allowed to vote and participate in the General
Meeting. The "Record Date" is defined as 19 May 2014 at midnight (00:00)
CEST.
The Company's shares are divided into Ordinary Shares and Class B Shares
(collectively the Shares). The Shares are directly or indirectly recorded in
the Company's shareholders' register held in Luxembourg. The listing and
paying agent for the Shares is ING Bank N.V (the "Agent"). There is no
material difference between Ordinary Shares and Class B Shares and both types
of shares give access to equal rights.
Any shareholder wishing to attend the General Meeting, whether in person or by
proxy, must fulfil the conditions (set out below) for personal attendance at
the General Meeting. Physical attendance by a shareholder at the General
Meeting will constitute an immediate revocation of a proxy previously granted
by such shareholder.
1. Conditions for personal attendance
(i) Holders of shares whose ownership is directly recorded
Shareholders who own Shares and whose ownership is directly recorded in their
own name in the Company shareholders' register should announce their
intention to attend and vote at the General Meeting by completing, signing,
dating the participation form on request from the Company's website
www.altice.net under Investors Relations - Shareholders' meetings, and
sending it to:
Altice S.A
3, boulevard Royal
L-2449 Luxembourg
Tel.: + 352 47 38 85 20; Fax: +352 22 60 56
Email: compliance@altice.net
The participation form, proof of identity in the form of a valid, original
identity card or valid original passport or, where the shareholder is a legal
person, proof of authority of the signatory of the participation form to act
as an authorized representative of such corporate entity must be received by
the Company (by fax or by e-mail) no later than on 19 May 2014 by 00.00 CEST,
followed by the original to be received by the Company at least one day
before the date of the General Meeting.
(ii) Holders whose ownership is indirectly recorded (shares held through an
intermediary of Euroclear Netherlands)
Holders of Shares on the Record Date whose ownership is indirectly recorded,
through an intermediary of Euroclear Netherlands, in the Company's
shareholders' register and who wish to attend and vote at the General Meeting
in person must ask their financial intermediary (bank, broker or other
financial institution or intermediary) where their shares are on deposit to
submit a statement to the Agent who must receive it no later than 0.00 CEST
on 19 May 2014. This statement must indicate the identity of the owner of the
Shares, the number of shares registered in the name of the relevant
shareholder on the Record Date. When the Agent has received this statement,
an attendance card will be sent to the relevant shareholder (via the
Intermediary).
Holders of the Shares who wish to attend the General Meeting in person must
bring their attendance card and a proof of their identity (in the form of a
non-expired identity card or passport) or where the shareholder is a legal
person, proof of authority of the signatory of the participation form to act
as an authorized representative of such corporate entity to the General
Meeting. In order for the General Meeting to proceed in a timely and orderly
manner, shareholders are requested to arrive on time. The doors will open at
13:00 CEST and the General Meeting will start promptly at 14:00 CEST.
2. Conditions for proxy voting or appointing a proxy
Holders of Shares on the Record Date who are unable to attend the General
Meeting in person may grant a written proxy to any other natural or legal
person who need not be a shareholder. In order to give voting instructions to
any other natural or legal person, holders of Shares whose ownership is
directly recorded must have obtained and delivered to the Company the
completed, dated and signed proxy form by 5.00 P.M CEST on 29 May 2014.
The proxy forms may be sent by e-mail to:compliance@altice.net

Holders of Shares whose ownership is indirectly recorded must without
prejudice to the above registration and attendance notification provisions,
send in to their financial intermediary the completed, dated and signed proxy
form. This financial intermediary will have to provide the Agent with the
proxy form by 5.00 P.M CEST on 29 May 2014.
Proxy forms to grant a written proxy are available free of charge at the
office of ING Bank N.V., Bijlmerplein 888, 1102MG Amsterdam, ph +31 20
5636900, e-mail iss.pas.hbk@ing.nl and can also be downloaded from the
Company's website www.altice.net, under Investors Relations - Shareholders'
meetings. The completed, signed and dated proxy form must be received by the
Agent no later than 0.00 CEST on 29 May 2014.
The natural or legal person designated will vote in accordance with the
instructions given by the shareholder in the proxy form. If no voting
instructions are given in the proxy form, the natural or legal person
designated shall be deemed to vote in favor of the resolutions proposed and
supported by the Board of Directors. The proxy form may be obtained from the
Agent. The proxy form can be downloaded from www.altice.net under Investors
Relations - Shareholders' meetings
Holders of Shares who wish to revoke their proxy may do so by timely
delivering a properly executed later-dated proxy to the Company no later than
5.00 PM CEST on 29 May 2014, or by attending and voting in person at the
General Meeting.
Proxy holders will have to provide proof of their identify at the General
Meeting by presenting a valid, original identity card or a valid, original
passport and, where the person granting the proxy is a legal person, proof of
authority of the signatory of the proxy to act as an authorized
representative of such corporate entity.

PDF
http://hugin.info/156399/R/1782231/610004.pdf

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Altice SA via Globenewswire

HUG#1782231

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