( Registered in England and Wales ‑ number 3263464 )

Open offer of up to 2,024,717 new ordinary shares of 5 pence (£0.05) each at 1475 pence (£14.75) per share on the basis of 1 new ordinary share for every 35 existing ordinary shares

Notice is hereby given, pursuant to section 562(3) of the Companies Act 2006 (as amended), to persons who were registered at the close of business in London on 18 November 2013 (“ Record Date ”) as holders of ordinary shares of 5 pence (£0.05) each (“ Ordinary Shares ”) in the capital of Telecom Plus PLC (“ Company ”), who have no registered address in an EEA State and who have not supplied to the Company an address in an EEA State for the service of notices on them (“Relevant Shareholders”) as follows:

• 1 This notice is given in connection with an open offer (“ Open Offer ”) of up to 2,024,717 new Ordinary Shares of 5 pence (£0.05) each at 1475 pence (£14.75) per share (“ New Ordinary Shares ”), payable in full on acceptance, on the basis (disregarding fractions) of 1 New Ordinary Share for every 35 Ordinary Shares held by shareholders of the Company on the Register at the Record Date (which New Ordinary Shares, when fully paid, will rank pari passu with the existing Ordinary Shares in the Company save that they will not rank for any interim dividend which may be paid by the Company in respect of the financial year ending 31 March 2014).
• 2 The following documents, being copies of the documents issued or to be issued to the holders of the Ordinary Shares (other than Relevant Shareholders) in connection with the Open Offer, may be inspected or (subject as provided below) obtained on a personal application by or on behalf of Relevant Shareholders at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours on any weekday (Saturdays and public holidays excepted) from 21 November 2013, up to and including 10.00 a.m. on 6 December 2013:
  • a the combined prospectus dated 20 November 2013 issued in connection with the Open Offer and addressed to the holders of the Ordinary Shares constituting a class 1 circular and a prospectus relating to the New Ordinary Shares in accordance with the listing rules and prospectus rules made under section 73A of the Financial Services and Markets Act 2000 (“ Prospectus ”); and
  • b the application form (“ Application Form ”) in respect of the Open Offer for use by Relevant Shareholders under the Open Offer, which may only be obtained on production of evidence of entitlement and provided that if the original thereof was despatched by post on 20 November 2013 each relevant Application Form may only be obtained if the original so despatched by post is first surrendered at the above address.
• 3 The Open Offer is conditional upon the matters set out in the Prospectus (so far as conditions are not already satisfied or waived or will not be satisfied or waived).
• 4 The latest time and date for acceptance and payment of the offer by those to whom the Open Offer is made is 11.00 a.m. on 5 December 2013.
• 5 The New Ordinary Shares nor the Open Offer Entitlements (as defined in the Prospectus) have not been nor will be registered under any applicable securities laws of any statement of the Excluded Territories (as defined in the Prospectus). Neither the New Ordinary Shares nor the Open Offer Entitlements may, subject to certain exceptions, be offered, sold, taken up, renounced or delivered or transferred within the Excluded Territories. The Company reserves the right to refuse to register any acceptance, renunciation or registration in the name of any person who provides an address for registration in an Excluded Territory or any other territory in which it is unlawful to make an offer or subscribe for New Ordinary Shares. This notice is not an offer of securities of sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
• 6 If you have any queries on the procedure for acceptance and payment, you should contact the Shareholder Helpline being provided by Capita Asset Services on 0871 664 0321 (UK only) or +44 20 8639 3399 (if calling outside the UK). This Shareholder Helpline is available from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. For legal reasons, the Shareholder Helpline will not be able to provide advice on the merits of the Open Offer or to provide financial, tax or investment advice. Calls from within the UK are charged at 10 pence per minute (including VAT) plus your service provider’s network extras. 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.

BY ORDER OF THE BOARD

Registered office:

Network HQ

333 Edgware Road

London

NW9 6TD

21 November 2013