Contract analysis

I. Purpose and Background The purpose of this memorandum is to identify and summarize the confidentiality obligations that survive the termination of negotiations between Northgate Telecommunications PLC ("Northgate," "NTP," or the "Company") and Marcus Elliot Harding ("Harding") for the position of Chief Executive Officer of the Company, and to recommend protocols for document retention, return, and destruction in c

II. Sources of Confidentiality Obligations The confidential information exchanged during the Northgate-Harding negotiation is protected by multiple, overlapping sources of obligation. Each is addressed below. A. The Non-Disclosure / Confidentiality Agreement Between NTP and Harding A mutual non-disclosure agreement (the "NDA") was executed between Northgate Telecommunications PLC and Marcus Elliot Harding prior to th

III. Categories of Confidential Information Exchanged The confidential information exchanged during the June 4 – September 12, 2024 negotiation falls into three broad categories, each of which raises distinct considerations for post-termination handling. A. Northgate Information Provided to Harding / Hargrove & Liddell During the course of negotiations, substantial Northgate confidential information was shared with H

IV. Document Handling Protocols Based on the foregoing analysis of confidentiality obligations and categories of information, I recommend the following document handling protocols. A. Documents to Be Returned or Destroyed by Hargrove & Liddell / Harding Pursuant to the return/destruction provisions of the NDA, Calderwood & Harkness should request — and has requested, in the formal termination letter dated September 1

V. Specific Risks and Concerns A. Risk of Leak / Unauthorized Disclosure Given the high-profile nature of the CEO search for a dual-listed public company — Northgate is listed on the London Stock Exchange (LON: NTP) and its American Depositary Receipts trade on the New York Stock Exchange (NYSE: NTPC), with a combined market capitalization of approximately £8.7 billion / $11.1 billion — there is a meaningful and non-

VI. Recommended Actions Based on the foregoing analysis, I recommend the following specific actions:

1. Confirm NDA terms. As a threshold matter, we should obtain and review a fully executed copy of the NDA between Northgate and Harding to confirm the specific survival period, the precise mechanics of the return/destruction obligation, any limitations on the archival carve-out, and any other provisions relevant to post-termination compliance. I will coordinate with Elaine Whitford to obtain the executed NDA and will

2. Formal follow-up request to Hargrove & Liddell. The formal termination letter sent on September 12, 2024, which contains a general reference to the NDA's return/destruction obligation, should be followed up with a specific, itemized written request for the return or destruction of all Northgate Confidential Information held by Hargrove & Liddell and Harding. The follow-up request should establish a 14-day deadline

3. Internal notification at Northgate. I recommend that Ms. Whitford circulate a confidential internal memorandum to all Northgate personnel involved in or aware of the Harding negotiation — including the Remuneration Committee members, the General Counsel's office, and the Chief Human Resources Officer — reminding them of their ongoing confidentiality obligations with respect to the existence, substance, and termina

4. Reciprocal compliance. I will coordinate with Ms. Whitford to ensure that Northgate complies with its own reciprocal obligations under the NDA to return or destroy Harding's Confidential Information. This will include identifying all Northgate personnel and systems that hold Harding's personal financial data, Pemberton Investors information, and other Harding Confidential Information, and arranging for the secure

5. Advisor notifications. I will confirm with Ms. Whitford that all third-party advisors engaged in connection with the negotiation — Kensington Partners Ltd., Moorfield Bates LLP, Whitmore Hobson LLP, Galloway & Partners, and Veltrano Proxy Advisors, Inc. — have been notified that negotiations have terminated and have been reminded of their surviving confidentiality obligations. As noted, the Kensington Partners not

6. Calderwood & Harkness file archiving. I will complete the organization, indexing, and archiving of the 1022-00004 matter file, with proper privilege designations maintained on all documents, in coordination with Devon Archer's forthcoming Document Retention and Privilege Log Memorandum, which is anticipated to be completed by September 17, 2024. The archived file will be maintained in the Firm's closed-matter repo

7. Monitor for leaks. I recommend that Northgate's communications and investor relations team implement monitoring for any press reports, analyst commentary, or social media activity regarding the failed CEO negotiation with Harding. In addition, I recommend that the Company prepare a holding statement — a brief, measured response that can be issued promptly if the negotiation becomes public — to mitigate the reputat

VII. Conclusion Multiple overlapping sources of confidentiality obligations — contractual (the NDA), common-law (implied duties under New York and English law), and professional (attorney-client privilege, professional responsibility rules, and engagement-specific duties) — protect the substantial body of confidential information exchanged during the June 4 – September 12, 2024 negotiation between Northgate Telecommu