Contract analysis

I. Purpose and Authorization I am writing on behalf of our client, Northgate Telecommunications PLC ("Northgate" or the "Company"), in connection with the Chief Executive Officer search engagement being conducted by Kensington Partners Ltd. ("Kensington Partners" or the "Firm") on behalf of Northgate. As you are aware, Calderwood & Harkness LLP serves as outside counsel to Northgate and has been engaged under matter

II. Notification of Termination of Negotiations with Marcus Elliot Harding I write to formally notify Kensington Partners that negotiations between Northgate Telecommunications PLC and Marcus Elliot Harding ("Mr. Harding") regarding the position of Chief Executive Officer of the Company have been terminated, effective as of September 12, 2024. On that date, the Board of Directors of Northgate Telecommunications PLC a

III. Summary of Reasons for Negotiation Breakdown While the full scope of the Board's deliberations and our legal strategy remain subject to attorney-client privilege and are not detailed herein, I believe it is appropriate — and useful for purposes of informing the resumed search process — to provide you with a high-level summary of the principal areas in which the parties were unable to reach agreement, which ultim

IV. Board Direction to Resume the CEO Search In addition to authorizing the termination of negotiations with Mr. Harding, the Board resolution adopted on September 12, 2024, also directed Kensington Partners to resume the CEO search process on behalf of the Company. As you are aware, the retirement of Sir Alistair Kemble, the Company's current Chief Executive Officer, remains effective as of December 31, 2024. Sir Al

V. Confidentiality Obligations I wish to emphasize, in the strongest terms, that all information concerning the negotiations with Mr. Harding, the reasons for the breakdown of those negotiations, and the specific terms discussed during the negotiation process remain strictly confidential. This obligation applies to Kensington Partners, its partners, employees, and agents, and extends to all written and oral communica

VI. Request for Meeting and Next Steps Given the urgency of the situation, we respectfully request a meeting at the earliest convenience to discuss the resumption of the CEO search process and related matters. We would suggest that this meeting be held during the week of September 16, 2024, either in person at Northgate's U.S. operations headquarters, located at 600 Lexington Avenue, 38th Floor, New York, NY 10022, o

1. Kensington Partners' assessment of the remaining candidates from the original three-candidate shortlist presented on May 22, 2024, including current availability, interest level, and any changes in circumstances.

2. Whether the search scope should be broadened or the candidate profile adjusted in light of the experience with Mr. Harding and evolving market conditions.

3. A revised timeline and work plan for the search, taking into account the December 31, 2024 retirement date for Sir Alistair Kemble and the need for a reasonable onboarding and transition period.

4. Interim CEO arrangements that may be required pending the successful completion of the resumed search, including the potential extension of Sir Alistair Kemble's tenure or the designation of an internal interim CEO.

5. Lessons learned from the Harding negotiation that should inform the structuring of future compensation proposals presented to candidates, particularly with respect to change in control severance parameters, Section 280G treatment, and the scope and duration of post-termination restrictive covenants.

6. The fee arrangement between Northgate and Kensington Partners for the resumed search engagement, including any adjustments to the existing fee structure. We believe that a prompt and comprehensive discussion of these matters will position the Company to move expeditiously in identifying and securing the right candidate for this critically important role.

VII. Closing On behalf of Northgate and the Board, I wish to express sincere appreciation for the work that Kensington Partners has performed on this engagement to date. The identification, evaluation, and vetting of Mr. Harding as a candidate reflected a thorough and professional search process, and the Board recognizes the quality of the Firm's efforts. The ultimate breakdown in negotiations was attributable to sub