Report on ONO Midco, SAU and its subsidiaries as of December 31 ...

Sodinteleco, S.L. is a holding company owned by most of the former shareholders of Retecal including: Caja España,
Grupo Begar, Caja Segovia and Caja Ávila. Sodinteleco became a shareholder of GCO following the acquisition of Retecal in
2004.
Northwestern Mutual helps its policyowners and clients achieve financial security. The company offers a holistic
approach to financial security solutions to help people in the areas of financial protection, wealth accumulation and estate
preservation and distribution. As a mutual company with no shareholders, Northwestern Mutual seeks to share its gains with
policyowners and deliver consistent and dependable value to clients over time.
Bregal Co-Invest (“Bregal”) was formed as the private equity investment division of a European family business.
Bregal’s mission is to identify and partner with innovative high quality private equity teams in the U.S. and Europe. Bregal is
constantly looking for the right mix of established top quartile funds and innovative new strategies, teams and opportunities.
Bregal was established in 2002 to give added focus and scope to family private equity activities that stretch back over 20 years in
Europe and North America.
GCO Shareholders’ Agreement
GCO’s shareholders entered into the GCO Shareholders’ Agreement, dated July 29, 2005 (with effect from the date of
closing of the Auna acquisition—November 4, 2005), which addresses matters relating to our corporate governance, including the
election of the GCO Board of Directors, managing director and other senior managers of the ONO Group, major corporate
decisions, change of control issues and voting rights. Under this agreement, the voting rights of each shareholder and the
companies within its group have been capped to one-third of the total voting rights.
Each of GCO’s current shareholders has agreed to launch an offer to the remaining shareholders for the acquisition of
the total share capital of GCO if, either directly or indirectly, any such shareholder acquires or controls one-third or more of
GCO’s shares or voting rights.
Under the by-laws of GCO, each of the shareholders and GCO enjoy a preemptive right in the event of any share
transfers, except those share transfers representing, together with any other transfers effected by the shareholders within one year,
less than 1.5% of the total share capital of GCO, may be effected freely, up to a global limit (considering all share transfers by
shareholders making use of this rule) of 5% of GCO’s share capital annually.
The parties to the shareholders’ agreement expressly agree that the Shareholders’ Agreement takes precedence,
between the parties, over the by-laws. The Shareholders’ Agreement expires at the earlier of (i) November 4, 2013, (ii) an initial
public offering of GCO stock, or (iii) an agreed sale of GCO.
PIK Loan and 2010 Downstream Loan
As a condition to the amendment of the Senior Facility in May 2010, the senior lenders of Cableuropa required the
shareholders of GCO to contribute up to €200 million in Cableuropa. For these purposes, the Board of Directors of GCO passed
certain resolutions on March 8 and 24, 2010 (the “Resolutions”) authorizing GCO to enter into a profit participating PIK loan
agreement with its shareholders for a maximum amount of €200 million (the “PIK Loan”). The PIK Loan was partially drawn in
May 2010 in the amount of €125 million, which has been loaned to Cableuropa in the form of deeply subordinated shareholder
indebtedness (the “2010 Downstream Loan”). The 2010 Downstream Loan is independent from the PIK Loan and the proceeds
under the 2010 Downstream Loan have been applied by Cableuropa to reduce the amount drawn under one of the Existing Bank
Tranches under the Senior Facility. The remaining €75 million was contributed and held in escrow, to be drawn and loaned to
Cableuropa on the same terms if certain liquidity and refinancing conditions were not met.
On October 22, 2010, the Issuer completed the offering of the 2010 Notes and on-lent the gross proceeds therefrom,
€700 million, to Cableuropa as part of the October 2010 Refinancing. Cableuropa used the loan proceeds to reduce debt under
certain Existing Bank Tranches of its Senior Facility. As a result, on November 2, 2010, €50 million of the €75 million held in
escrow was released to the shareholders.
On January 5, 2012, the remaining €25 million held in escrow was released to the shareholders, as Cableuropa had
complied with all conditions for such release.
Dispute with VAL
A minority shareholder (Val Telecomunicaciones, S.L., “VAL”) of GCO has challenged in court the Resolutions
despite the fact that it has subscribed for a substantial portion of its pro rata entitlement of the PIK Loan. The lawsuit seeks to
invalidate the Resolution on the basis that the PIK Loan should have been authorized by a shareholders’ meeting of GCO and that
various Board members of GCO had a conflict of interest in adopting the Resolutions. Furthermore, VAL claims that the interest
rate agreed in the PIK Loan, in addition to other ancillary terms, is unlawful, contrary to the by-laws of GCO and detrimental to
the interests of GCO. In its lawsuit VAL is not currently making any claims in relation to the Downstream Loan nor is it making
any claims against Cableuropa.
The VAL lawsuit has been contested by GCO, which believes the VAL lawsuit to be without merit. The preliminary
hearing on the case took place on February 8, 2011. The trial was initially called to take place on October 18, 2011, but the judge
adjourned it in order to consider new documentation. Recently, a judicial expert witness report has been included in the judicial
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