REG - Zegona Comms. - GM Statement

Zegona CommunicationsAnnouncement

Mon 09:45

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RNS Number : 4671M  Zegona Communications PLC  22 December 2025

22 December 2025
 
         LEI: 213800ASI1VZL2ED4S65

Zegona Communications plc(1)

Shareholders Approve 69% Reduction in Zegona Ordinary Shares

Zegona shareholders today approved the special resolution at its General
Meeting held on 22 December 2025 at 9.00 a.m. Votes(2) were received in
respect of 184,351,154 ordinary shares, representing approximately 78.26% of
the ordinary shares entitled to vote at the General Meeting(3).

 

The result of the vote was as follows:

 

 Resolution  For          % of votes cast  Against  % of votes cast  Withheld(4)
 1           184,349,988  99.99            1,166    0.01             156,211

The special dividend of €1.4bn(5) declared on 11 December 2025, was
conditional upon approval of the special resolution. Following today's
approval, the special dividend will now be paid on 7 January 2026 to Zegona
ordinary shareholders on the register of members at the close of business on
the record date of 19 December 2025. The Ex-Dividend Date was 18 December
2025.

€975m of the special dividend will be paid to EJLSHM(6) to settle the
Vodafone financing in full(7). Settling the Vodafone financing in full will
enable the cancellation of the 523m Zegona ordinary shares held by EJLSHM.
This will reduce Zegona's ordinary shares in issue by approximately 69%(8) and
is now expected to take place at 8.00 a.m. on 8 January 2026(9).

A copy of the resolution has been submitted to the National Storage Mechanism
and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

 Investor enquiries:  Media enquiries:
 Alfonso Enríquez     Jaime De Andres            Tilly Abraham (Sodali & Co)
 info@zegona.com      jaime.andres@vodafone.com  zegona@info.sodali.com

 

About Zegona

Zegona is publicly listed on the Main Market of the LSE. It was established in
2015 with the objective of investing in businesses in the European
Telecommunications, Media and Technology sector and improving their
performance to deliver attractive shareholder returns. Zegona is led by
former Virgin Media executives Eamonn O'Hare and Robert Samuelson. In 2024,
Zegona completed the acquisition of Vodafone Spain.

 

Notes

1.        Zegona

2.        Valid votes by proxy and in person

3.      EJLSHM Funding Limited which holds 523,240,603 ordinary shares has
irrevocably undertaken to Zegona not to vote the ordinary shares it holds
(other than in limited circumstances)

4.        A vote "Withheld" is not a vote in law and is not counted in
the votes "For" and "Against" a resolution.

5.        Payable in Euros. €1.8632 per share, equivalent to
£1.62098 per share based on EUR/GBP FX rate of 0.87.

6.      EJLSHM Funding Limited

7.      The redemption of the €900m of preference shares in EJLSHM held
by Vodafone Consolidated Holdings Limited (part of Vodafone Group PLC),
payment of €75m accrued preferential dividends to 7 January 2026 plus EJLSHM
winding up expenses, to ensure full repayment of the Vodafone financing.

8.        Post repayment of the Vodafone financing, Zegona will
re-designate the Zegona shares held by EJLSHM as non-voting deferred shares
with negligible economic rights. This will reduce Zegona's ordinary share
count by 523,240,603 shares. The deferred shares will be bought back for £1
in aggregate and cancelled.

9.     As announced on 27 November 2025, Zegona's ordinary share count would
have reduced from 759,209,905 to 235,969,302 shares. Following the
implementation from 12 December 2025 of the share buyback programme announced
on 27 November 2025, the share count has reduced from 759,209,905 to
758,472,905 as at 19 December 2025 and is expected to reduce further by 8
January 2026. The actual reduced share capital on 8 January will be
235,969,302 minus the number of shares bought back under the current share
buyback programme by that date.

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