Contract analysis

1. Purpose This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Northgate Telecommunications PLC ("NTP" or the "Client") for a comprehensive General Data Protection Regulation ("GDPR") compliance program build covering its United Kingdom and European Union operations. The proposed engagement encompasses an end-to-end review and restructuring o

2. Proposed Client and Affiliated Entities Searched 2.1 Principal Client The following details identify the proposed principal client for the engagement: Northgate Telecommunications PLC NTP is listed on the Main Market of the London Stock Exchange (ticker: NTP.L) and is a constituent of the FTSE 250 Index. Its core business comprises the provision of fixed-line and mobile telecommunications infrastructure services t

1. Damian Whitford — Chief Executive Officer, Northgate Telecommunications PLC

2. Fiona Gallagher — General Counsel and Company Secretary, Northgate Telecommunications PLC

3. Thomas Okoye — Chief Information Security Officer, Northgate Telecommunications PLC

4. Sanjay Mehta — Data Protection Officer, Northgate Telecommunications PLC

5. Laura Dearden — Vice President, Product and Engineering — NorthCloud, Northgate Telecommunications PLC

6. Marcus Engström — Head of EU Operations, Northgate Ireland Ltd

7. Philippa Crane — Head of People and Human Resources, Northgate Telecommunications PLC These individuals were identified by the prospective client's General Counsel as the primary stakeholders with whom the Calderwood & Harkness engagement team will interact during the course of the engagement. Each individual was searched by full name, and in the case of Fiona Gallagher, a cross-reference was performed against her

3. Adverse and Interested Parties Searched 3.1 Known Counterparties and Third-Party Processors The proposed engagement involves a GDPR compliance program build and not adversarial litigation. Consequently, there are no "opposing parties" in the traditional sense. However, certain third parties have been identified as counterparties in anticipated data processing and data transfer negotiations that will form a signifi

4. Search Methodology The conflict check was conducted using the following databases, sources, and procedures:

1. Calderwood & Harkness LLP Internal Matter Management and Conflicts Database ("SC Conflicts"). The SC Conflicts database is the Firm's central repository of all current and historical client and matter information. Searches were conducted by entity name (full legal name and all known trading names and abbreviations), company registration number (where applicable), and the full names of all key individuals identifie

2. Current and Closed Matter Files. In accordance with the Firm's conflict clearance policy, the search encompassed all current open matters and all closed matter files for the preceding six (6) years — that is, from 10 February 2017 to the date of the search. This six-year lookback period is consistent with the Firm's retention policy and with the SRA's guidance on the duration of duties owed to former clients.

3. Lateral Hire Disclosure Records. The lateral hire disclosure records of all members of the proposed engagement team were reviewed: • Kevin Ostrowski — Joined Calderwood & Harkness LLP in September 2019 from Clarendon Rowe & Fitch LLP, where he was a Senior Associate and subsequently Counsel in the Technology and Data Privacy practice. His lateral hire disclosure file was reviewed to confirm that he did not act for

4. SRA Register Cross-Check. A cross-check was performed against the SRA register to identify any regulatory matters, conditions, or undertakings affecting any member of the proposed engagement team that could be relevant to the proposed engagement.

5. Scope of Search. The searches covered all practice groups within Calderwood & Harkness LLP, including but not limited to Privacy and Data Security, Corporate and M&A, Commercial Disputes, Regulatory and Investigations, Employment, intellectual Property and Technology, and Tax. The search was not limited to the Privacy and Data Security practice group alone, to ensure comprehensive coverage across all areas of the

6. Alternative Name and Trade Name Searches. As noted above, alternative name and trade name searches were performed to capture any potential matches that might not be identified through a search of the formal legal entity names alone. These included the abbreviations "NTP," "NorthCloud," "Caldwell," "Pinnacle," and "PCS," as well as common misspellings and variant formulations of each entity name. All searches were

5. Results of Conflict Search 5.1 Client and Affiliates — NTP Group The conflict search confirmed that no current or prior client relationship exists between Calderwood & Harkness LLP and Northgate Telecommunications PLC or any of its subsidiaries, including Northgate Ireland Ltd, Northgate GmbH, Northgate B.V., Northgate France SAS, and Northgate Iberia S.L. None of these entities has been a client of the Firm, nor

6. Engagement Team Personal Conflicts Check In accordance with Section 7.4 of the Firm's Practice Management Manual, each member of the proposed engagement team was individually consulted and asked to confirm whether they have any personal conflict of interest — including any personal, financial, familial, or prior professional relationship — with NTP, any NTP group entity, any officer or key individual of NTP, or an

7. Conclusion and Clearance On the basis of the comprehensive conflict search described in this memorandum, and having reviewed the results of all database searches, lateral hire disclosure records, and individual engagement team consultations, I confirm the following conclusions:

1. No conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from accepting the engagement of Northgate Telecommunications PLC for the proposed GDPR compliance program build (engagement reference SC/NTP/2023-0213/PDS).

2. Calderwood & Harkness LLP does not represent and has not previously represented Caldwell Analytics Inc., Pinnacle Cloud Services Ltd, or any of their respective affiliates, in any matter. Acting for NTP in negotiating data processing agreements, data transfer mechanisms, and related contractual instruments with these entities does not give rise to any conflict of interest, as the Firm owes no duty of loyalty or co

3. No conflict or impediment arises from the Firm's anticipated interaction with Hargrove Lister & Webb LLP (as counsel to Caldwell Analytics Inc.), Ashdown Consulting Group Ltd (as co-engaged privacy engineering consultancy), or Whitmore Kendall LLP (as statutory auditors of NTP). The Firm's prior collaborative interactions with Whitmore Kendall LLP on unrelated matters for other clients are not adversarial in natur

4. No personal conflicts of interest have been identified for any member of the proposed engagement team.

5. The matter is cleared for opening, and the engagement letter may proceed to execution. The anticipated execution date is 13 February 2023.

6. Ongoing obligation. If the scope of the engagement expands beyond the currently contemplated GDPR compliance program build to include adversarial proceedings against any of the searched parties — including but not limited to data protection enforcement proceedings, commercial disputes, or litigation arising from breaches of data processing agreements — a supplemental conflict check must be conducted in accordance

8. Approval This Conflict Clearance Memorandum has been reviewed and approved by the undersigned Responsible Partner. Cleared by: Kevin Ostrowski, Responsible Partner, Privacy & Data Security Date: 10 February 2023 CALDERWOOD & HARKNESS LLP By: ________ Name: Kevin Ostrowski Title: Responsible Partner, Privacy & Data Security Date: 10 February 2023 Copy to: Rachel Bernstein, Billing Partner — Privacy & Data Security