Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP has been engaged (pursuant to the engagement letter dated February 28, 2023) by Northgate Telecommunications PLC ("NTP" or the "Company") in connection with the activist campaign initiated by Greystone Capital Partners LP ("Greystone" or "GCP"), a New York–based activist hedge fund with approximately $7.6 billion in assets under management. This memorandum sets forth our

II. BACKGROUND A. Northgate Telecommunications PLC — Company Overview Northgate Telecommunications PLC is a public limited company incorporated under the laws of the State of Delaware. The Company's shares of common stock are listed and traded on the New York Stock Exchange under the ticker symbol "NTP." NTP maintains its principal executive offices at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its Dela

III. ANALYSIS OF GREYSTONE'S SCHEDULE 13D A. Ownership Disclosure On February 14, 2023, Greystone Capital Partners LP filed a Schedule 13D with the SEC (SEC file number SC 13D/005-91482) pursuant to Sections 13(d)(1) and 13(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rules 13d-1 and 13d-2 thereunder. The filing discloses the following material information: Reporting Persons. The

IV. ANALYSIS OF GREYSTONE'S PUBLIC LETTER (FEBRUARY 22, 2023) A. Overview of the Four Demands On February 22, 2023 — eight days after the filing of the Schedule 13D — Greystone published an open letter addressed to the Board of Directors of NTP (the "Open Letter"). The Open Letter was posted on Greystone's website, distributed via Calderon Data Systems, and covered by major financial media outlets including The Wall

V. NTP'S CORPORATE GOVERNANCE AND DEFENSIVE POSTURE UNDER THE DGCL A. Certificate of Incorporation NTP's Amended and Restated Certificate of Incorporation (last amended May 14, 2021) (the "Certificate") contains several provisions that are directly relevant to the Company's defensive posture in the context of the Greystone activism campaign: Classified Board. Article VI of the Certificate provides for a classified (o

VI. EVALUATION OF GREYSTONE'S LIKELY PROXY CONTEST STRATEGY A. Contest Mechanics and Timeline If private engagement fails to produce a negotiated resolution, the most likely next step in Greystone's campaign is the commencement of a proxy contest at the 2023 AGM. The mechanics and timeline of such a contest are as follows: Advance Notice Deadline. Under NTP's Bylaws, Greystone must file its advance notice of director