Contract analysis

From: Renata Vasquez <rvasquez@calderwoodharkness.com> To: Elaine Whitford <ewhitford@northgatetelecom.com> Cc: James Underwood <junderwood@calderwoodharkness.com> Date: Wed, 18 Sep 2024 11:47:00 -0000 Subject: Interim CEO Arrangements and Resumed Search — Considerations

Now that the Harding negotiation has been formally closed out — the termination letter was delivered on September 12 and we are wrapping up the administrative closure of matter 1022-00004 on our end — I wanted to share some preliminary thoughts on the path forward regarding the CEO role. I have been giving considerable thought to the options available to the Board, and I hope the observations below are useful as you

The central challenge, as I know you appreciate, is one of timing. Sir Alistair's announced retirement date of December 31, 2024 is now roughly three and a half months away. Resuming the external search through Kensington Partners, identifying a preferred candidate, and negotiating a definitive employment arrangement will realistically take several months — likely well beyond year-end. Given Northgate's public profil

I see two principal interim options, which I have outlined below. These are not mutually exclusive, and the Board may wish to consider variants or combinations, but I think they provide a useful framework for discussion.

**Option A: Extension of Sir Alistair Kemble's Tenure**

The most straightforward solution would be to request that Sir Alistair extend his service beyond December 31 on a defined interim basis — for example, an additional six months through June 30, 2025, or simply until a successor is in place, whichever comes first. This would require an amendment to Sir Alistair's existing employment and service arrangements and formal Board approval, but the mechanics are relatively s

The principal advantage of this approach is continuity. There would be no market disruption, no need to announce a leadership change on an accelerated timeline, and — importantly — no occasion on which the failed negotiation with Harding would need to be publicly addressed, since that process was never disclosed. The Board's resumed search could proceed at a deliberate pace, and Sir Alistair's continued presence woul

The key consideration, of course, is Sir Alistair's willingness. He has served as CEO for eleven years and made a public announcement of his retirement. He may well have personal plans that would make an extension unappealing. There would also be practical matters to address: any adjustment to his compensation for the extension period, and certain UK Corporate Governance Code considerations regarding tenure and notic

I would suggest that you and Dame Philippa sound Sir Alistair out informally before the Board takes any formal position on this. A quiet conversation will give you a much better sense of whether this option is realistic, and it avoids putting Sir Alistair in the position of having to respond to a formal Board request without adequate time to consider it.

**Option B: Appointment of an Internal Interim CEO**

If Sir Alistair is unwilling or unable to extend, the Board could appoint an interim CEO from the existing senior leadership team. Jonathan Briggs, as CFO, is the most obvious internal candidate. He has deep institutional knowledge, an established relationship with the Board, and extensive public-company experience. There may be other senior officers who merit consideration as well, though I am less familiar with the

This approach has its own advantages. It demonstrates Board preparedness and sound succession planning, and it allows the resumed external search to proceed without the pressure of an imminent leadership vacuum.

There are, however, a number of considerations that would need to be carefully managed:

- An interim CEO appointment would likely trigger public disclosure obligations under both NYSE and London Stock Exchange listing rules. The announcement would need to be carefully crafted. - Jonathan's existing terms of employment would need to be amended, or a separate interim arrangement put in place, addressing scope of duties, title, and additional compensation. The Remuneration Committee — Geoffrey Stanton as c

As you know, I sent a letter to Antonia Blythe at Kensington Partners on September 13 notifying her of the negotiation termination and directing the resumption of the CEO search. The Nomination Committee, under Lucinda Farrow's leadership, will need to determine whether to revisit the other two finalists from Kensington's original shortlist or to direct Kensington to broaden the search. Both approaches have merit, an

On the commercial side, you will want to confirm with Kensington whether the existing engagement terms carry over to the resumed search or whether an amendment is required. As you will recall, the third tranche of the £1,200,000 search fee — the placement tranche — was never paid because the Harding negotiation did not result in a completed placement. Kensington may take the position that a resumed or expanded search

One recommendation I would make with some emphasis: in any renewed negotiation with a new candidate, the Board should establish clearer parameters at the outset on change in control severance and restrictive covenant terms. These were, of course, the two issues that ultimately proved to be deal-breakers with Harding, and having Board-approved boundaries in place before substantive discussions begin would significantl

While we are formally closing out matter 1022-00004, I want to assure you that Calderwood & Harkness stands ready to assist with whatever comes next. If the Board proceeds with an interim CEO arrangement — whether an extension for Sir Alistair or an appointment of Jonathan or another internal candidate — we can handle the drafting on an expedited basis. Our familiarity with Northgate's governance framework, compensat

When the Board identifies the next permanent CEO candidate, we would be pleased to handle the employment agreement negotiation under a new engagement letter. Conflicts clearance is already in hand, and the institutional knowledge on our side would allow us to hit the ground running.

I would also note that Moorfield Bates — Simon Aldridge in particular — should be kept closely in the loop on whatever interim arrangement is pursued, given the UK service agreement and SM&CR compliance dimensions. And I would expect that Dr. Rachel Whitmore at Whitmore Hobson and Sandra Kolb at Veltrano Proxy Advisors will continue in their advisory roles. Early engagement with both of them on any revised compensati

A brief reminder: the Harding negotiation has not been publicly disclosed, and Northgate should continue to maintain strict confidentiality around the failed negotiation and its terms. As I noted in my September 13 guidance, no SEC, NYSE, or FCA disclosure obligation has been triggered, since no definitive agreement was reached. Any public communications regarding the CEO search timeline or interim leadership arrange

I am happy to discuss any of these options by phone at your convenience — my schedule is flexible this week and next. Once you have had a chance to assess the internal options and, if appropriate, have an informal conversation with Sir Alistair, it may be useful to arrange a call that includes Dame Philippa and Geoffrey to align on the Board's preferred approach before the next formal Board meeting.

Please do not hesitate to reach out. I know this is not the outcome any of us hoped for after three months of intensive work, but I am confident the Board will navigate this transition well, and we are here to support you in whatever way is most helpful.

Renata Vasquez Partner Calderwood & Harkness LLP 299 Park Avenue, 42nd Floor New York, NY 10171 Tel: (212) 555-0148 rvasquez@calderwoodharkness.com

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