Contract analysis

I. INTRODUCTION AND SUMMARY Northgate Wireless Americas Inc. ("NWA" or "Petitioner"), a Delaware corporation (Delaware Secretary of State File No. 7284619), respectfully petitions the Federal Communications Commission ("FCC" or "Commission") for a declaratory ruling under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4). This petition is filed in accordance with the procedures es

II. DESCRIPTION OF THE PETITIONER AND PROPOSED TRANSACTION A. The Petitioner — Northgate Wireless Americas Inc. NWA is a corporation organized under the laws of the State of Delaware, incorporated on August 22, 2022, as reflected in its Certificate of Incorporation on file with the Delaware Secretary of State (File No. 7284619). A copy of NWA's Certificate of Incorporation is attached hereto as Exhibit B. NWA's princ

III. LEGAL FRAMEWORK — SECTION 310(b)(4) OF THE COMMUNICATIONS ACT A. Statutory Provision

Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), provides that no common carrier or aeronautical en route or aeronautical fixed radio station license shall be granted to or held by any corporation directly or indirectly controlled by another corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens, their representatives, or by a foreig

IV. FOREIGN OWNERSHIP STRUCTURE AND OWNERSHIP CHAIN A. Proposed Ownership Chain The proposed ownership structure of NWA, from the licensee level up to the ultimate parent entity, is set forth below: Level 1 — FCC Licensee: Northgate Wireless Americas Inc. ("NWA") • Entity Type: Corporation • Jurisdiction of Organization: Delaware • Delaware SOS File No.: 7284619 • Date of Incorporation: August 22, 2022 • Principal Of

V. IDENTIFICATION OF FOREIGN OWNERSHIP INTERESTS (5% OR GREATER, AND SIGNIFICANT SHAREHOLDERS) A. Shareholders of Northgate Telecommunications PLC NTP is publicly traded on the London Stock Exchange under the ticker symbol NGTL. As of the third quarter of 2022, NTP's approximate market capitalization was £4.8 billion. NTP reported revenue of £2.31 billion for fiscal year 2021, and projected revenue of £2.57 billion f

1. Thornhill Asset Management LLP — 9.7% Thornhill Asset Management LLP is a diversified institutional asset management firm that manages investment portfolios on behalf of institutional clients, including pension funds, endowments, and insurance companies. Thornhill's interest in NTP is held in a passive, portfolio investment capacity, and Thornhill does not have any board representation on NTP's board of directors,

2. Sovereign Capital Partners AG — 6.3% Sovereign Capital Partners AG is a Swiss-based institutional investment firm that manages private and institutional capital across diversified asset classes, including publicly traded equities. Sovereign Capital's interest in NTP is held as a passive portfolio investment, and Sovereign Capital does not have board representation on NTP's board of directors, does not participate

3. Dunmore Pension Trust — 5.1% Dunmore Pension Trust is a United Kingdom pension trust established for the benefit of employees and retirees of the Dunmore Group, a diversified British industrial conglomerate. The trust's investments in publicly traded equities, including its holding in NTP, are managed by professional trustees and investment managers. Dunmore Pension Trust's interest in NTP is held as a passive por

4. Public Float — 78.9% The remaining seventy-eight point nine percent (78.9%) of NTP's outstanding ordinary shares are held by the investing public through trading on the London Stock Exchange. This percentage is calculated as follows: 100.0% (total outstanding ordinary shares) − 9.7% (Thornhill Asset Management LLP) − 6.3% (Sovereign Capital Partners AG) − 5.1% (Dunmore Pension Trust) = 78.9% (public float) NTP is

VI. OFFICERS, DIRECTORS, AND KEY PERSONNEL A. NTP Board of Directors and Senior Officers NTP's board of directors and senior officers, as set forth in NTP's public filings with Companies House and the London Stock Exchange, include the following individuals: Board of Directors: Senior Officers: The board composition and officer roster are matters of public record for a company listed on the London Stock Exchange and

VII. PUBLIC INTEREST ANALYSIS A. Competitive and Consumer Benefits The proposed transaction will serve the public interest by enhancing competition and expanding consumer choice in the wireless broadband markets served by the Ridgeline license portfolio. NTP's entry into the U.S. wireless market as a direct spectrum holder will introduce an additional competitive participant in the Nevada, eastern California, and sou

VIII. NATIONAL SECURITY REVIEW — COMMITTEE FOR THE ASSESSMENT OF FOREIGN PARTICIPATION NWA acknowledges that Executive Order 13913 (April 4, 2020) authorizes the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee") to review applications and petitions before the Commission that involve foreign ownership of, or other foreign participation in, e

IX. COMPLIANCE WITH REPORTING AND FILING REQUIREMENTS NWA commits to full compliance with all post-approval reporting and filing requirements established by the Commission in the Foreign Ownership Orders and any conditions that may be imposed in connection with the grant of this petition. Specifically, NWA commits to the following:

1. New Foreign Ownership Interests: NWA will file an updated petition for declaratory ruling or other appropriate notification with the Commission if any new foreign entity acquires a five percent (5%) or greater direct or indirect ownership interest in NWA, NUS Holdings, or NTP, to the extent that NWA or NTP becomes aware of such acquisition through NTP's shareholder monitoring processes or public disclosure require

2. Non-WTO-Member-Country Interests: NWA will file an updated petition for declaratory ruling or other appropriate notification with the Commission if any entity organized in or a citizen of a non-WTO-member country acquires a five percent (5%) or greater direct or indirect ownership interest in NWA, NUS Holdings, or NTP, to the extent that NWA or NTP becomes aware of such acquisition.

3. Committee Conditions: NWA will comply with any and all conditions imposed by the Commission or agreed upon with the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector in connection with this petition or the concurrently filed FCC Form 603 application.

4. Periodic Reporting: NWA will comply with any periodic reporting requirements established by the Commission's Foreign Ownership Orders, including any requirements to update the shareholder information provided in this petition.

5. Record Maintenance: NWA will maintain accurate and current ownership records reflecting the direct and indirect ownership interests in NWA, NUS Holdings, and NTP, and will make such records available to the Commission upon request.

6. Material Changes: NWA will promptly notify the Commission of any material changes to the ownership structure, corporate governance, or officer and director composition of NWA, NUS Holdings, or NTP that could affect the Commission's analysis under Section 310(b)(4). NWA's commitment to ongoing compliance with these requirements underscores the transparency and good faith with which this petition is filed. NWA and N

X. REQUESTED RELIEF For the foregoing reasons, NWA respectfully requests that the Commission issue a declaratory ruling pursuant to Section 310(b)(4) of the Communications Act, 47 U.S.C. § 310(b)(4), as follows:

1. Approving up to one hundred percent (100%) aggregate indirect foreign ownership of NWA by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08473291), through Northgate US Holdings LLC, a Delaware limited liability company, consistent with the ownership structure described herein;

2. Specifically approving the indirect foreign ownership interests of the following identified significant shareholders of NTP: (a) Thornhill Asset Management LLP (9.7% of NTP's outstanding ordinary shares; organized in England and Wales, United Kingdom — WTO member); (b) Sovereign Capital Partners AG (6.3% of NTP's outstanding ordinary shares; organized in Switzerland — WTO member); (c) Dunmore Pension Trust (5.1% o

3. Permitting changes in NTP's shareholder base (as a publicly traded entity on the London Stock Exchange) up to and including one hundred percent (100%) aggregate foreign ownership, subject to the standard condition that NWA file updates with the Commission if any new foreign shareholder acquires five percent (5%) or more of NTP's outstanding shares, or if any non-WTO-member-country shareholder acquires five percent

4. Finding that the grant of this petition serves the public interest, convenience, and necessity, consistent with Section 310(b)(4) of the Communications Act, the Commission's Foreign Ownership Orders, and the Commission's established precedent applying the WTO presumption to indirect foreign ownership from WTO-member countries.

XI. CONCLUSION For the foregoing reasons, Northgate Wireless Americas Inc. respectfully submits that this petition satisfies all requirements of Section 310(b)(4) of the Communications Act and the Commission's Foreign Ownership Orders. The proposed foreign ownership of NWA is entirely attributable to Northgate Telecommunications PLC, a publicly traded company organized in the United Kingdom, a founding WTO-member cou

XII. CERTIFICATION AND SIGNATURE BLOCK Respectfully submitted, BROADFIELD WHITAKER LLP By: ________ Annette Galvez Lead Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Tel: (202) 555-4100 Fax: (202) 555-4101 Email: agalvez@broadfieldwhitaker.com By: ________ Daniel Fong Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Tel: (202) 555-4102 Email:

1. Articles of Association (Excerpts): Selected provisions of NTP's Articles of Association relating to share ownership, voting rights, board composition, director appointment and removal procedures, and corporate governance. NTP's Articles of Association are publicly available through Companies House (Companies House No. 08473291) and the London Stock Exchange's Regulatory News Service.

2. Board Composition and Governance Summary: • NTP's board of directors consists of seven (7) members, including one executive director (the CEO) and six non-executive directors (including the Chairman). • The board includes a Senior Independent Director (Pamela Richardson) and maintains the following standing committees: Audit Committee, Remuneration Committee, and Nomination Committee. • NTP's corporate governance

3. Companies House Filings: NTP's annual filings with Companies House, including confirmation statements and annual returns, are publicly available and confirm the information set forth herein regarding NTP's corporate structure, registered office, and officer and director roster. [Excerpts from Articles of Association on file with the Commission] Exhibit E — NTP Shareholder Register (as of Filing Date) Description:

1. I am the Vice President, U.S. Operations, of Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation with its principal office at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201. I am a citizen of the United States of America.

2. I have personal knowledge of the facts set forth in this declaration and, if called upon to testify, could and would competently testify thereto.

3. NWA was incorporated on August 22, 2022, under the laws of the State of Delaware (Delaware SOS File No. 7284619) for the specific purpose of serving as the FCC licensee and assign