Contract analysis

1. ATTENDEES The following individuals were present in person at the meeting: On Behalf of Northgate Telecommunications PLC ("NTP" or the "Company"): • Dame Philippa Thornton-Hale — Chair of the Board of Directors, Northgate Telecommunications PLC • Geoffrey Stanton — Lead Independent Director; Chair, Remuneration Committee, Northgate Telecommunications PLC • Elaine Whitford — Senior Vice President & Group General Co

2. PURPOSE OF MEETING This in-person principals meeting was convened at the request of both parties to attempt resolution of the two remaining critical open issues in the proposed Executive Employment Agreement (the "Agreement") between Northgate Telecommunications US, Inc. (as employer) and Marcus Elliot Harding (as incoming Chief Executive Officer). The meeting was scheduled following the circulation and redline ex

3. BACKGROUND AND CONTEXT REVIEWED AT OPENING 3.1 Procedural History At the opening of the meeting, Renata Vasquez provided a summary of the procedural history of the CEO search and negotiation process for the benefit of the principals and to ensure a shared understanding of the record. The following timeline was reviewed and confirmed by both sides as accurate: • March 1, 2024: Kensington Partners Ltd. ("Kensington"

4. DISCUSSION OF OPEN ISSUE #1: CHANGE IN CONTROL PROVISIONS (SECTION 7) The discussion of the change in control provisions consumed the majority of the morning session (approximately 10:20 a.m. through 12:15 p.m.) and addressed four sub-topics: the definition of "Change in Control," the CIC severance multiplier, the Section 280G tax treatment, and CIC equity acceleration and benefit continuation. 4.1 Definition of "

5. DISCUSSION OF OPEN ISSUE #2: RESTRICTIVE COVENANT PROVISIONS (SECTION 9) The discussion of the restrictive covenant provisions began after a brief lunch recess (approximately 12:15 p.m. to 12:35 p.m.) and continued until approximately 1:30 p.m. 5.1 Non-Compete — Duration Northgate's Position (as revised in Draft 2): Eighteen (18) months post-termination. This represents a reduction from the Company's original prop

6. DISCUSSION OF TRANSITION AND TIMELINE The final substantive topic addressed before closing was the proposed start date and transition timeline. The originally proposed start date for Harding's employment with Northgate was October 1, 2024. Hargrove noted that given the current pace of negotiations and the unresolved substantive issues, this start date is no longer realistic. Harding would need sufficient time to p

7. ASSESSMENT OF IMPASSE AND PATH FORWARD 7.1 Thornton-Hale's Summary Dame Philippa Thornton-Hale provided a candid summary of the state of play at the conclusion of the substantive discussions. She observed that the parties have reached agreement on a comprehensive and highly competitive compensation package — with total target annual compensation of $13,812,500 and a sign-on package of $23,400,000 in combined cash

8. ACTION ITEMS The following action items were identified and agreed upon at the conclusion of the meeting:

9. CLOSING REMARKS The meeting was adjourned at approximately 1:45 p.m. Eastern Time. Dame Philippa Thornton-Hale thanked Harding and Hargrove for attending in person and for engaging constructively throughout the session. She reiterated Northgate's respect for Harding as a candidate and the Board's genuine desire to reach agreement. She expressed hope that the final compromise proposal would provide a basis for reso

1. Renata Vasquez, Partner, Calderwood & Harkness LLP

2. Bernard Crawford, Partner, Calderwood & Harkness LLP

3. Elaine Whitford, SVP & Group General Counsel, Northgate Telecommunications PLC

4. Geoffrey Stanton, Lead Independent Director & Chair, Remuneration Committee, Northgate Telecommunications PLC

5. Dame Philippa Thornton-Hale, Chair of the Board, Northgate Telecommunications PLC Copy maintained in matter file 1022-00004. PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum has been prepared by Calderwood & Harkness LLP at the request of, and for the exclusive use of, Northgate Telecommunications PLC and its authorized representatives in connection with the negot