Zegona Communications plc¹

Commencement of €200m Share Buyback Programme

Zegona today announces the immediate commencement of the €200m share buyback announced as part of the capital allocation proposal on 27 November 2025 (the "Buyback Programme").

The initial intention was to commence the Buyback Programme after the repayment of the Vodafone financing² but Zegona now believes it is in the best interests of shareholders to commence the Buyback Programme with immediate effect.

The Buyback Programme will be carried out in accordance with the terms of the buyback agreement entered into with Canaccord Genuity Limited on 27 November 2025⁴. This provides for on-market purchases, up to a total aggregate consideration of €200m (exclusive of expenses), to be carried out under the authorities granted at Zegona's 2025 AGM and any renewal of such authority which may be granted at the Company's 2026 AGM.

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  The redemption, expected on 7 January 2026, following payment of the conditional⁴ special dividend of €1.4bn declared on 11 December 2025 of the €900m of preference shares in EJLSHM Funding Limited (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. Settling the Vodafone financing in full will enable the deferral and cancellation of the 523m Zegona ordinary shares held by EJLSHM. This will reduce Zegona's ordinary shares in issue by 69% to 235,969,302 shares.

³ Following the announcement of Zegona's capital allocation proposal on 27 November 2025, Zegona has convened a General Meeting ("GM") at 9.00 a.m. on 22 December 2025 to pass the resolution required to be able to implement that policy, including the settlement of the Vodafone financing. A key part of the resolution at the GM will be the removal of the requirement for six-months' notice for the settlement of the Vodafone financing. A Circular to Shareholders containing the Notice of GM was posted on 27 November 2025. If the resolution is not passed at the GM on 22 December 2025, the special dividend will be cancelled.

⁴ The Buyback Programme will be carried out in accordance with the terms of the buyback agreement with Canaccord Genuity Limited ("Canaccord"), details of which are set out below.

Information on the Buyback Programme                                                                                                                              

The sole purpose of the Buyback Programme is to reduce the share capital of Zegona and the Company therefore intends to cancel the ordinary shares of £0.01 each in the Company (the "Ordinary Shares") purchased pursuant to the Buyback Programme.

Purchases under the Buyback Programme will commence from the date of this announcement. The Buyback Programme shall terminate on the earlier to occur of: (i) the purchase by Canaccord of such maximum number of Ordinary Shares or of Ordinary Shares with a maximum aggregate consideration (excluding expenses) of €200 million; (ii) the expiry of the Company's 2026 AGM (or the expiry of the Company's 2027 Annual General Meeting where the Company's on-market buyback authority is renewed); and (iii) 31 March 2026, if the proceeds of the transaction entered into between Vodafone ONO S.A.U., Telefonica Espana Filiales S.A.U. and AXA IM Alts relating to the acquisition of a 40% stake in FiberPass have not been received by the Company and/or its subsidiaries by such date.

The maximum number of Ordinary Shares which may be purchased is 113,881,485 (or if the purchases take place following the Company's 2026 AGM, the maximum amount permitted by the Company's on-market buyback authority in respect of any purchases following the date of grant).

The minimum purchase price which may be paid for any Ordinary Share is £0.01 (exclusive of expenses). The maximum purchase price (exclusive of expenses) which may be paid for any Ordinary Share shall not be more than the higher of: (a) an amount equal to 105% of the average of the middle market quotations of the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Shares is contracted to be purchased; and (b) an amount equal to the higher of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange System SETS. Purchases of Ordinary Shares under the Buyback Programme are conditional upon compliance with all legal and regulatory requirements and, in particular, on Zegona having distributable reserves available for the purpose at the relevant time.

Under the Buyback Programme, Canaccord may, in accordance with certain parameters, independently of and without influence from Zegona, purchase Ordinary Shares on the London Stock Exchange from time to time and in its absolute discretion. During closed periods, in accordance with certain irrevocable instructions given to Canaccord in advance of the closed period, share purchases shall be carried out by Canaccord independently of and without influence from Zegona.

Whilst it is anticipated that the maximum daily volume of any purchases of Ordinary Shares pursuant to the Buyback Programme will not exceed 25% of the average daily volume of the Ordinary Shares traded on the London Stock Exchange for the 20 trading days preceding the date of the relevant purchase (as contemplated by Article 3(3) of the UK version of the MAR buy-back technical standards (Commission Delegated Regulation (EU) 2016/1052) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "MAR Buy-Back Regulation")). Where there is general illiquidity in the trading of the Company's Ordinary Shares, purchases may be made in excess of the aforementioned volume limits and, in such circumstances, the Company will not be able to rely on the safe harbour set out in the MAR Buy-Back Regulation.

All purchases of Ordinary Shares under the Buyback Programme will be carried out on the London Stock Exchange and Canaccord will purchase any Ordinary Shares as principal and simultaneously be deemed to execute on-market sales of any Ordinary Shares so purchased to the Company in accordance with the buyback agreement on a 'riskless principal' basis.