1022-00003 · Northgate Telecommunications PLC · Closing

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Calderwood & Harkness LLP Matter No. 1022-00003

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF NORTHGATE TELECOMMUNICATIONS PLC

IN LIEU OF A SPECIAL MEETING

Effective as of June 11, 2023

Adopted pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.9 of the Amended and Restated Bylaws of Northgate Telecommunications PLC (as last amended November 3, 2022).

PREAMBLE

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Northgate Telecommunications PLC, a corporation organized and existing under the laws of the State of Delaware (the "Company" or "Northgate"), having its principal executive offices at 45 Broadwick Street, London W1F 0DB, United Kingdom, its registered agent for service of process in the State of Delaware being Meridian Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, its shares of common stock being listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "NTP," and its Delaware incorporation file number being 5738291, acting pursuant to Section 141(f) of the DGCL and Article III, Section 3.9 of the Company's Amended and Restated Bylaws (the "Bylaws"), do hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of June 11, 2023.

This Unanimous Written Consent shall have the same force and effect as if the resolutions set forth herein had been duly adopted at a special meeting of the Board duly called and held, at which all members of the Board were present and voting, and at which a quorum was present and acting throughout. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board and shall become a part of the records of the Company.

RECITALS

WHEREAS, the Company is a publicly traded corporation, the shares of common stock, par value $0.01 per share (the "Common Stock"), of which are listed and traded on the NYSE under the ticker symbol "NTP," and as of the date hereof there are 412,000,000 shares of Common Stock issued and outstanding;

WHEREAS, the Company's Amended and Restated Certificate of Incorporation was last amended on May 14, 2021 (the "Charter"), and the Company's Amended and Restated Bylaws were last amended on November 3, 2022 (the "Bylaws"), copies of which are on file with the Corporate Secretary of the Company;

WHEREAS, the Board currently consists of eleven (11) directors, classified into three classes in accordance with the Charter and the Bylaws: Class I (whose current terms expire at the 2024 Annual General Meeting of stockholders), Class II (whose current terms expire at the 2025 Annual General Meeting of stockholders), and Class III (whose current terms expire at the 2023 Annual General Meeting of stockholders);

WHEREAS, Greystone Capital Partners LP, a Delaware limited partnership ("Greystone"), the general partner of which is Greystone Capital Management LLC, a Delaware limited liability company, filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on February 14, 2023 (SEC file number SC 13D/005-91482), disclosing beneficial ownership of 28,016,000 shares of the Company's Common Stock, representing approximately 6.8% of the issued and outstanding shares of Common Stock as of such date;

WHEREAS, on February 22, 2023, Greystone published an open letter addressed to the Board (the "Greystone Letter") demanding, among other things: (a) the immediate appointment of two Greystone-designated director candidates to the Board; (b) the formation of a new board-level committee focused on operational excellence (an "Operational Excellence Committee"); (c) the initiation of a comprehensive strategic review of the Company's Enterprise Software Division ("ESD"); and (d) the authorization and commencement of an accelerated share repurchase program in an aggregate amount of not less than $500,000,000;

WHEREAS, on March 8, 2023, Greystone filed with the Company an advance notice of its intent to nominate two director candidates — Catherine "Kate" Sinclair-Moreau and marshall Henning — for election as directors of the Company at the Company's 2023 Annual General Meeting of stockholders, which is currently scheduled to be held on July 12, 2023 (the "2023 AGM"), such notice having been filed in accordance with Section 2.12 of the Bylaws;

WHEREAS, in response to Greystone's activism campaign and its public demands, the Board authorized the Company to engage: (a) Calderwood & Harkness LLP as outside legal counsel to advise the Board and the Company on all matters relating to Greystone's activism campaign, including stockholder engagement, corporate governance, and potential settlement negotiations; (b) Hargrove Advisory Group LLC as proxy solicitor to advise the Company on stockholder sentiment, proxy contest dynamics, and engagement strategy; and (c) Esterline Partners LLC as financial advisor to advise the Board and the Company on the activism matter, strategic alternatives, and the potential strategic review of the Enterprise Software Division;

WHEREAS, commencing on or about March 15, 2023, the Company's management and advisors, including Priya Nandakumar, the Company's General Counsel and Corporate Secretary, together with representatives of Calderwood & Harkness LLP, engaged in private, good-faith negotiations with Greystone and its outside legal counsel, Whitaker, Drummond & Chase LLP, regarding the terms of a potential settlement of Greystone's activism campaign, including the withdrawal of Greystone's director nominations in exchange for certain governance and board composition changes;

WHEREAS, on April 28, 2023, following extensive negotiations, the Company and Greystone reached agreement on a non-binding term sheet (the "Term Sheet") setting forth the principal terms of a proposed settlement and cooperation arrangement, including the appointment of one Greystone-designated director to the Board, mutual standstill provisions, voting commitments, and the initiation of a strategic review of the Enterprise Software Division;

WHEREAS, from May 3, 2023 through June 9, 2023, Calderwood & Harkness LLP, on behalf of the Company, and Whitaker, Drummond & Chase LLP, on behalf of Greystone, negotiated the definitive terms of a cooperation agreement reflecting the terms of the Term Sheet, with such negotiations including multiple rounds of markup and review by the respective parties and their advisors;

WHEREAS, the Board has been presented with, and each director has had a full and complete opportunity to review and consider, a substantially final form of the Cooperation Agreement, dated as of June 12, 2023 (the "Cooperation Agreement"), by and between the Company and Greystone Capital Partners LP, a complete copy of which has been provided to each director in advance of this consent and is attached hereto as Exhibit A;

WHEREAS, the Cooperation Agreement provides for, among other things:

(a) the expansion of the Board from eleven (11) directors to twelve (12) directors;

(b) the appointment of Catherine "Kate" Sinclair-Moreau as a Class II independent director of the Company, effective upon the execution of the Cooperation Agreement;

(d) Greystone's irrevocable withdrawal of its nomination of marshall Henning as a director candidate for the 2023 AGM;

(e) mutual standstill provisions, including a 9.9% beneficial ownership cap on Greystone's holdings of Common Stock (the "Ownership Cap"), and a standstill period (the "Standstill Period") running from the date of execution of the Cooperation Agreement through thirty (30) calendar days prior to the advance notice deadline for the Company's 2025 Annual General Meeting of stockholders;

(f) voting commitments by Greystone to vote all shares of Common Stock beneficially owned by it in favor of the Company's director nominees and in accordance with the Board's recommendations on all proposals submitted to a vote of stockholders, except with respect to Extraordinary Transactions (as defined in the Cooperation Agreement) involving aggregate consideration exceeding twenty-five percent (25%) of the Company's then-current market capitalization;

(g) reimbursement by the Company of Greystone's documented, reasonable out-of-pocket expenses (including legal fees and advisory fees) incurred in connection with the activism campaign and the negotiation of the Cooperation Agreement, in an aggregate amount not to exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000);

(h) mutual non-disparagement provisions surviving for a period of twelve (12) months following the expiration of the Standstill Period; and

(i) mutual confidentiality obligations surviving for a period of twenty-four (24) months following the expiration of the Standstill Period;

WHEREAS, the Board has received and carefully considered the advice of Calderwood & Harkness LLP regarding the Board's fiduciary duties under the laws of the State of Delaware in connection with the proposed settlement, including the application of the business judgment rule to the Board's evaluation and approval of the Cooperation Agreement and the transactions contemplated thereby, and the Board has determined, in the exercise of its business judgment, that the settlement reflected in the Cooperation Agreement is fair, reasonable, and in the best interests of the Company and its stockholders;

WHEREAS, the Board has received and carefully considered the advice and financial analysis of Esterline Partners LLC, the Company's financial advisor, regarding the activism matter, the strategic considerations bearing upon the proposed settlement, and the merits of the strategic review of the Enterprise Software Division, and has found such advice and analysis to be helpful and informative in reaching its determination;

WHEREAS, the Board has received and carefully considered the advice and analysis of Hargrove Advisory Group LLC, the Company's proxy solicitor, regarding current stockholder sentiment, the likely dynamics and potential outcomes of a contested proxy solicitation at the 2023 AGM, and the anticipated market reaction to a cooperative settlement with Greystone, and has found such advice and analysis to be helpful and informative in reaching its determination;

WHEREAS, the Board, acting through its Nominating & Governance Committee (the "N&G Committee"), which is chaired by Sir Edmund Prumvane, Chairman of the Board, has conducted a thorough evaluation of the qualifications, independence, and fitness of Catherine "Kate" Sinclair-Moreau to serve as a director of the Company, including her professional experience as the former Chief Operating Officer of Ridgeline Networks Inc., a publicly traded telecommunications infrastructure company, and her current service as an independent director of both Brindoval Data Holdings Corp. and Arden Communications Group Inc., and has determined that Ms. Sinclair-Moreau possesses the qualifications, skills, experience, and judgment necessary to serve as a director of the Company and that her appointment to the Board will bring valuable operational and strategic perspectives;

WHEREAS, the Board, upon the recommendation of the N&G Committee, has determined that Ms. Sinclair-Moreau satisfies the independence standards set forth in: (a) Section 303A.02 of the NYSE Listed Company Manual; (b) the Company's Corporate Governance Guidelines (as amended and restated effective November 3, 2022); and (c) applicable rules and regulations promulgated by the SEC, and that she has no material relationships with the Company, its management, or Greystone that would impair her independence or her ability to exercise independent judgment as a director;

WHEREAS, Ms. Sinclair-Moreau, age 48, has completed a Director & Officer questionnaire in the form customarily used by the Company for its directors, has disclosed all information required thereby, and has provided her written consent to serve as a director of the Company, a copy of which consent is on file with the Corporate Secretary;

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to initiate a comprehensive strategic review of the Enterprise Software Division, which contributed approximately $1.82 billion in revenue (representing approximately 28.5% of the Company's total consolidated revenue of $6.38 billion) for the fiscal year ended December 31, 2022, such strategic review to be conducted with the assistance of Esterline Partners LLC as financial advisor and to evaluate all strategic alternatives available with respect to the Enterprise Software Division, including but not limited to retention, operational improvement, sale, spin-off, or other disposition, with such review to be completed and presented to the Board no later than December 31, 2023; and

WHEREAS, in connection with the execution and delivery of the Cooperation Agreement, the Company will be required to: (a) file a Current Report on Form 8-K with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), reporting the execution of the Cooperation Agreement under Item 1.01 (Entry into a Material Definitive Agreement) and the appointment of Ms. Sinclair-Moreau as a director under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers); and (b) issue a joint press release with Greystone announcing the terms of the Cooperation Agreement and related matters.

NOW, THEREFORE, the Board hereby adopts the following resolutions:

RESOLUTIONS

Resolution 1 — Approval of the Cooperation Agreement

RESOLVED, that the Cooperation Agreement, dated as of June 12, 2023, by and between the Company and Greystone Capital Partners LP, substantially in the form attached hereto as Exhibit A, together with all exhibits, schedules, annexes, and ancillary documents thereto, be, and hereby is, approved, adopted, and ratified in all respects, and that the Company be, and hereby is, authorized to enter into, execute, deliver, and perform its obligations under the Cooperation Agreement in accordance with its terms.

FURTHER RESOLVED, that each of the terms and conditions of the Cooperation Agreement is hereby specifically approved, including but not limited to the following provisions:

(a) the mutual standstill provisions, including the Standstill Period running from the date of execution of the Cooperation Agreement through thirty (30) calendar days prior to the advance notice deadline for the Company's 2025 Annual General Meeting of stockholders, during which each party shall refrain from the actions set forth in the Cooperation Agreement;

(b) the 9.9% beneficial ownership cap applicable to Greystone and its affiliates (the "Ownership Cap"), pursuant to which Greystone shall not, during the Standstill Period, acquire or agree to acquire, directly or indirectly, beneficial ownership of shares of Common Stock that would result in Greystone and its affiliates beneficially owning in the aggregate more than 9.9% of the then-outstanding shares of Common Stock;

(c) Greystone's voting commitments, pursuant to which Greystone shall vote all shares of Common Stock beneficially owned by it and its affiliates in favor of the Company's director nominees recommended by the Board and in accordance with the Board's recommendations on all proposals submitted to a vote of stockholders at any annual or special meeting of stockholders occurring during the Standstill Period, provided that such voting commitments shall not apply with respect to any Extraordinary Transaction (as defined in the Cooperation Agreement) involving aggregate consideration that exceeds twenty-five percent (25%) of the Company's then-current market capitalization;

(d) the Company's obligation to include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended by the Board for reelection at the 2025 Annual General Meeting of stockholders, subject to Ms. Sinclair-Moreau's continued willingness to serve and her continued satisfaction of the Company's independence and qualification standards;

(e) the agreement that the size of the Board shall not be increased beyond twelve (12) directors during the Standstill Period without the prior written consent of Greystone, such consent not to be unreasonably withheld, conditioned, or delayed;

(f) the mutual non-disparagement provisions, pursuant to which neither party shall make or cause to be made any public statement or disclosure that disparages, defames, or casts in an unfavorable light the other party, its directors, officers, employees, or representatives, such provisions to survive for a period of twelve (12) months following the expiration or earlier termination of the Standstill Period;

(g) the mutual confidentiality obligations, pursuant to which each party shall maintain the confidentiality of all non-public information received from the other party in connection with the negotiation and performance of the Cooperation Agreement, such obligations to survive for a period of twenty-four (24) months following the expiration or earlier termination of the Standstill Period;

(h) the termination provisions, pursuant to which the Cooperation Agreement may be terminated: (i) upon material breach by either party, subject to a fifteen (15) business day cure period following written notice of such breach; (ii) upon the occurrence of a Change of Control of the Company (as defined in the Cooperation Agreement); or (iii) upon the failure of the Company to appoint a replacement director within thirty (30) calendar days following the resignation, death, or removal of Ms. Sinclair-Moreau, if and to the extent required under the Cooperation Agreement; and

(i) the selection of the laws of the State of Delaware as the governing law of the Cooperation Agreement (without giving effect to conflict of laws principles) and the agreement of the parties to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, with fallback jurisdiction in the Superior Court of the State of Delaware or, if federal subject matter jurisdiction exists, the United States District Court for the District of Delaware.

Resolution 2 — Expansion of the Board of Directors

RESOLVED, that, effective upon the execution and delivery of the Cooperation Agreement, the authorized number of members of the Board be, and hereby is, increased from eleven (11) directors to twelve (12) directors, pursuant to the authority granted to the Board under Article V of the Charter and Section 3.2 of the Bylaws, which authorize the Board to fix the number of directors from time to time by resolution adopted by a majority of the entire Board then in office.

FURTHER RESOLVED, that, during the Standstill Period (as defined in the Cooperation Agreement), the Board shall not be further expanded beyond twelve (12) directors without the prior written consent of Greystone Capital Partners LP, such consent not to be unreasonably withheld, conditioned, or delayed, as provided in Section 2(e) of the Cooperation Agreement, and the officers of the Company are hereby directed to ensure compliance with such obligation.

Resolution 3 — Appointment of Catherine Sinclair-Moreau as Class II Director

RESOLVED, that, effective upon the execution and delivery of the Cooperation Agreement, Catherine "Kate" Sinclair-Moreau be, and hereby is, appointed as a director of the Company, to be designated as a Class II director in accordance with the Company's classified board structure, to hold office until the 2025 Annual General Meeting of stockholders of the Company and until her successor shall have been duly elected and qualified, or until her earlier death, resignation, removal, or disqualification in accordance with the Charter, the Bylaws, and applicable law.

FURTHER RESOLVED, that the Board hereby determines and affirms that Ms. Sinclair-Moreau qualifies as an "independent director" under: (a) Section 303A.02 of the NYSE Listed Company Manual; (b) Rule 10A-3 under the Exchange Act; and (c) the Company's Corporate Governance Guidelines, and that she does not have any material relationship with the Company, its management, Greystone, or any of their respective affiliates that would impair her independence or her ability to exercise independent judgment in carrying out the responsibilities of a director.

FURTHER RESOLVED, that the Company shall include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended by the Board for reelection as a Class II director at the 2025 Annual General Meeting of stockholders, as contemplated by and in accordance with the terms of the Cooperation Agreement, subject to Ms. Sinclair-Moreau's continued willingness to serve, her continued satisfaction of the Company's independence and qualification standards, and the Board's ongoing fiduciary duties.

Resolution 4 — Appointment to Technology & Strategy Committee

RESOLVED, that, effective upon the execution and delivery of the Cooperation Agreement, Catherine "Kate" Sinclair-Moreau be, and hereby is, appointed as a member of the Technology & Strategy Committee of the Board (the "T&S Committee"), which committee is currently chaired by Margaret Liu and includes Dr. Amir Rashidi and Henrik Johansson as its other members. Ms. Sinclair-Moreau shall serve on the T&S Committee for the duration of her service as a director of the Company or until otherwise determined by the Board. The composition of the T&S Committee following such appointment shall be as follows: Margaret Liu (Chair), Dr. Amir Rashidi, Henrik Johansson, and Catherine "Kate" Sinclair-Moreau.

Resolution 5 — Authorization to Execute and Deliver the Cooperation Agreement and Ancillary Documents

RESOLVED, that Priya Nandakumar, the Company's General Counsel and Corporate Secretary, be, and hereby is, authorized and directed, acting for and on behalf of the Company, to execute and deliver the Cooperation Agreement and any and all documents, instruments, certificates, notices, consents, acknowledgments, and agreements contemplated by the Cooperation Agreement or ancillary thereto (collectively, the "Ancillary Documents"), including but not limited to any joinder agreements, side letters, or confirmatory documents, with such changes, modifications, amendments, or supplements thereto as Ms. Nandakumar may approve in her sole discretion, such approval to be conclusively evidenced by her execution thereof, and to take all such actions and do all such things as Ms. Nandakumar may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Cooperation Agreement and the Ancillary Documents.

FURTHER RESOLVED, that any officer of the Company, including but not limited to Fiona Caldwell, Chief Executive Officer, Graham Phelps, Chief Financial Officer, and Priya Nandakumar, General Counsel and Corporate Secretary, be, and each of them acting alone hereby is, authorized and empowered to execute any document or instrument and to take any action on behalf of the Company as may be required or advisable to effectuate the purposes and intent of the foregoing resolutions.

Resolution 6 — Authorization of Form 8-K Filing and Joint Press Release

RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to prepare, review, finalize, execute, and file with the SEC a Current Report on Form 8-K (the Company's Central Index Key (CIK) number being 0001847263) reporting: (a) the execution and delivery of the Cooperation Agreement under Item 1.01 (Entry into a Material Definitive Agreement); and (b) the appointment of Catherine "Kate" Sinclair-Moreau as a director of the Company under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), with the Cooperation Agreement to be filed as Exhibit 10.1 thereto and the joint press release to be filed as Exhibit 99.1 thereto, such Form 8-K to be filed via the SEC's EDGAR system on June 13, 2023, or as soon as reasonably practicable thereafter.

FURTHER RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to finalize, approve, and cause to be issued, jointly with Greystone Capital Partners LP, a press release (the "Joint Press Release") announcing: (a) the execution of the Cooperation Agreement; (b) the appointment of Catherine "Kate" Sinclair-Moreau as a Class II independent director of the Company; (c) the expansion of the Board from eleven (11) to twelve (12) directors; (d) Greystone's withdrawal of its nomination of marshall Henning as a director candidate for the 2023 AGM; and (e) the Board's decision to initiate a strategic review of the Enterprise Software Division, such Joint Press Release to be issued on June 13, 2023, concurrently with or promptly following the filing of the Form 8-K with the SEC.

Resolution 7 — Authorization of Expense Reimbursement

RESOLVED, that the Company be, and hereby is, authorized to reimburse Greystone Capital Partners LP for its documented, reasonable out-of-pocket expenses incurred in connection with the activism campaign and the negotiation, preparation, and execution of the Cooperation Agreement, including but not limited to legal fees and expenses of Whitaker, Drummond & Chase LLP and advisory fees and expenses of Veltrano Advisors LLC, in an aggregate amount not to exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), in accordance with the terms, conditions, and procedures set forth in Section 8 of the Cooperation Agreement.

FURTHER RESOLVED, that Graham Phelps, Chief Financial Officer of the Company, be, and hereby is, authorized and directed to review and process such reimbursement payments upon receipt of appropriate documentation from Greystone, including itemized invoices and such other supporting documentation as the Company may reasonably request to verify the nature, amount, and reasonableness of such expenses, and to cause such reimbursement payments to be made within the time periods specified in the Cooperation Agreement.

Resolution 8 — Announcement and Initiation of Strategic Review of the Enterprise Software Division

RESOLVED, that the Board hereby approves the initiation of a comprehensive strategic review of the Company's Enterprise Software Division ("ESD"), which contributed approximately One Billion Eight Hundred Twenty Million Dollars ($1,820,000,000) in revenue, representing approximately 28.5% of the Company's total consolidated revenue of Six Billion Three Hundred Eighty Million Dollars ($6,380,000,000), for the fiscal year ended December 31, 2022. Such strategic review shall be conducted with the assistance of Esterline Partners LLC, as financial advisor to the Company, and shall evaluate all strategic alternatives available with respect to the ESD, including but not limited to: (a) retention and continued operation as a division of the Company; (b) operational restructuring and performance improvement initiatives; (c) a sale of the ESD (in whole or in part) to a third party; (d) a spin-off or split-off of the ESD into a standalone publicly traded entity; (e) a joint venture or strategic partnership arrangement; and (f) any other transaction or alternative that may be deemed advisable. The strategic review shall be completed, and a report and recommendation shall be presented to the Board, no later than December 31, 2023.

FURTHER RESOLVED, that the announcement of such strategic review shall be made concurrently with the filing of the Form 8-K and the issuance of the Joint Press Release on June 13, 2023, in such manner and with such disclosures as the officers of the Company, in consultation with Calderwood & Harkness LLP and Esterline Partners LLC, shall determine to be appropriate.

FURTHER RESOLVED, that the Company's management, including but not limited to Fiona Caldwell, Chief Executive Officer, Graham Phelps, Chief Financial Officer, and the management team of the Enterprise Software Division, is hereby directed to cooperate fully with Esterline Partners LLC in conducting the strategic review, including by providing access to all books, records, financial information, projections, and personnel as may be reasonably requested, and to provide the Board with regular updates on the progress of the strategic review at each regularly scheduled meeting of the Board.

Resolution 9 — Withdrawal of Greystone Nomination of marshall Henning

RESOLVED, that the Board hereby acknowledges and accepts Greystone Capital Partners LP's irrevocable withdrawal of the nomination of marshall Henning as a candidate for election to the Board at the 2023 Annual General Meeting of stockholders, such withdrawal to be effective upon the execution and delivery of the Cooperation Agreement, as provided in Section 3(d) of the Cooperation Agreement. The Company's Corporate Secretary is hereby directed to update the Company's records and proxy materials for the 2023 AGM accordingly to reflect such withdrawal.

Resolution 10 — D&O Insurance and Indemnification

RESOLVED, that the officers of the Company, including but not limited to Priya Nandakumar, General Counsel and Corporate Secretary, be, and hereby are, authorized and directed to take all steps necessary or appropriate to extend the Company's existing directors' and officers' liability insurance coverage (including any tail or run-off policies) to Catherine "Kate" Sinclair-Moreau, effective as of the date of execution of the Cooperation Agreement, and to provide notice to the Company's insurance carriers and brokers of Ms. Sinclair-Moreau's appointment as a director.

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to enter into, and cause the Company to execute and deliver, the Company's standard form of Indemnification Agreement with Ms. Sinclair-Moreau, on terms and conditions that are substantially consistent with and no less favorable than those provided to the Company's other non-employee directors under their respective Indemnification Agreements with the Company, which Indemnification Agreement shall provide for the indemnification and advancement of expenses of Ms. Sinclair-Moreau to the fullest extent permitted by Delaware law and the Charter.

Resolution 11 — NYSE Notification and Corporate Governance Updates

RESOLVED, that the officers of the Company, including but not limited to Priya Nandakumar, General Counsel and Corporate Secretary, be, and hereby are, authorized and directed to: (a) promptly notify the NYSE of the change in the composition of the Board, including the appointment of Ms. Sinclair-Moreau and the increase in the size of the Board from eleven (11) to twelve (12) directors, in accordance with applicable NYSE listing rules and notification requirements; and (b) update the Company's corporate governance page on its investor relations website (investors.northgatetelecom.com) to reflect the appointment of Ms. Sinclair-Moreau, the expansion of the Board, and any other changes to the Company's board committees resulting from these resolutions, such updates to be made no later than the date of the public announcement of the Cooperation Agreement.

Resolution 12 — Notification to Transfer Agent

RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to provide any necessary notifications, instructions, certificates, or other communications to Pinnacle Trust Company, N.A., the Company's transfer agent and registrar, as may be required or advisable in connection with the foregoing actions, including but not limited to any updates to the Company's corporate records maintained by the transfer agent.

Resolution 13 — Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the officers, directors, employees, agents, and representatives of the Company, and by Calderwood & Harkness LLP, Hargrove Advisory Group LLC, Esterline Partners LLC, and their respective personnel, in connection with the matters contemplated by these resolutions, including but not limited to: (a) the engagement and retention of Calderwood & Harkness LLP as outside legal counsel, Hargrove Advisory Group LLC as proxy solicitor, and Esterline Partners LLC as financial advisor; (b) the negotiation of the Term Sheet and the Cooperation Agreement with Greystone and its advisors; (c) the evaluation of Ms. Sinclair-Moreau's qualifications, independence, and fitness to serve as a director; (d) all communications with Greystone, its representatives, and its counsel; and (e) all other actions taken in furtherance of the foregoing, be, and each of them hereby is, ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

Resolution 14 — General Authorization

RESOLVED, that any officer of the Company, including but not limited to Fiona Caldwell, Chief Executive Officer, Graham Phelps, Chief Financial Officer, and Priya Nandakumar, General Counsel and Corporate Secretary, be, and each of them acting alone hereby is, authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, to execute, deliver, file, and record or cause to be executed, delivered, filed, and recorded all such further documents, instruments, certificates, agreements, notices, consents, and filings, and to pay or cause to be paid all such fees, costs, and expenses, as any such officer may deem necessary, appropriate, or advisable in order to fully carry out the intent and purposes of each and all of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action by such officer to be conclusive evidence that such officer deemed such document or action to be necessary, appropriate, or advisable and within the scope of the authority granted by these resolutions.

FURTHER RESOLVED, that this Unanimous Written Consent may be executed in any number of counterparts (including by means of facsimile or portable document format (PDF) transmission), each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument, and the signature of any director on any counterpart shall be sufficient to bind such director as though all directors had signed the same counterpart.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Northgate Telecommunications PLC, have executed this Unanimous Written Consent of the Board of Directors in Lieu of a Special Meeting, effective as of June 11, 2023.

________________________________________

Sir Edmund Prumvane Chairman of the Board

Date: ________

________________________________________

Fiona Caldwell Director; Chief Executive Officer

Date: ________

________________________________________

Richard Tanaka Director

Date: ________

________________________________________

Elaine Beaumont-Cross Director

Date: ________

________________________________________

Dr. Amir Rashidi Director

Date: ________

________________________________________

Lorraine Duplessis Director

Date: ________

________________________________________

Henrik Johansson Director

Date: ________

________________________________________

Patricia Okonkwo Director

Date: ________

________________________________________

David Calloway Director

Date: ________

________________________________________

Margaret Liu Director

Date: ________

________________________________________

Thomas Grantham Director

Date: ________

EXHIBIT A

COOPERATION AGREEMENT

by and between

NORTHGATE TELECOMMUNICATIONS PLC

and

GREYSTONE CAPITAL PARTNERS LP

Dated as of June 12, 2023

(Execution Version)

See separately bound document: cooperation-agreement-execution-version.docx

The Cooperation Agreement, including all exhibits, schedules, and annexes thereto, is incorporated herein by reference and attached hereto as a separate document.

Prepared by:

Calderwood & Harkness LLP 450 Lexington Avenue, New York, NY 10017 7 Finsbury Square, London EC2A 1AF 1201 North Market Street, Suite 1400, Wilmington, DE 19801

Matter No. 1022-00003

Calderwood & Harkness LLP Matter No. 1022-00003
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF NORTHGATE TELECOMMUNICATIONS PLC
IN LIEU OF A SPECIAL MEETING
Effective as of June 11, 2023
Adopted pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.9 of the Amended and Restated Bylaws of Northgate Telecommunications PLC (as last amended November 3, 2022).
PREAMBLE
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Northgate Telecommunications PLC, a corporation organized and existing under the laws of the State of Delaware (the "Company" or "Northgate"), having its principal executive offices at 45 Broadwick Street, London W1F 0DB, United Kingdom, its registered agent for service of process in the State of Delaware being Meridian Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, its shares of common stock being listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "NTP," and its Delaware incorporation file number being 5738291, acting pursuant to Section 141(f) of the DGCL and Article III, Section 3.9 of the Company's Amended and Restated Bylaws (the "Bylaws"), do hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of June 11, 2023.
This Unanimous Written Consent shall have the same force and effect as if the resolutions set forth herein had been duly adopted at a special meeting of the Board duly called and held, at which all members of the Board were present and voting, and at which a quorum was present and acting throughout. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board and shall become a part of the records of the Company.
RECITALS
WHEREAS, the Company is a publicly traded corporation, the shares of common stock, par value $0.01 per share (the "Common Stock"), of which are listed and traded on the NYSE under the ticker symbol "NTP," and as of the date hereof there are 412,000,000 shares of Common Stock issued and outstanding;
WHEREAS, the Company's Amended and Restated Certificate of Incorporation was last amended on May 14, 2021 (the "Charter"), and the Company's Amended and Restated Bylaws were last amended on November 3, 2022 (the "Bylaws"), copies of which are on file with the Corporate Secretary of the Company;
WHEREAS, the Board currently consists of eleven (11) directors, classified into three classes in accordance with the Charter and the Bylaws: Class I (whose current terms expire at the 2024 Annual General Meeting of stockholders), Class II (whose current terms expire at the 2025 Annual General Meeting of stockholders), and Class III (whose current terms expire at the 2023 Annual General Meeting of stockholders);
WHEREAS, Greystone Capital Partners LP, a Delaware limited partnership ("Greystone"), the general partner of which is Greystone Capital Management LLC, a Delaware limited liability company, filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on February 14, 2023 (SEC file number SC 13D/005-91482), disclosing beneficial ownership of 28,016,000 shares of the Company's Common Stock, representing approximately 6.8% of the issued and outstanding shares of Common Stock as of such date;
WHEREAS, on February 22, 2023, Greystone published an open letter addressed to the Board (the "Greystone Letter") demanding, among other things: (a) the immediate appointment of two Greystone-designated director candidates to the Board; (b) the formation of a new board-level committee focused on operational excellence (an "Operational Excellence Committee"); (c) the initiation of a comprehensive strategic review of the Company's Enterprise Software Division ("ESD"); and (d) the authorization and commencement of an accelerated share repurchase program in an aggregate amount of not less than $500,000,000;
WHEREAS, on March 8, 2023, Greystone filed with the Company an advance notice of its intent to nominate two director candidates — Catherine "Kate" Sinclair-Moreau and marshall Henning — for election as directors of the Company at the Company's 2023 Annual General Meeting of stockholders, which is currently scheduled to be held on July 12, 2023 (the "2023 AGM"), such notice having been filed in accordance with Section 2.12 of the Bylaws;
WHEREAS, in response to Greystone's activism campaign and its public demands, the Board authorized the Company to engage: (a) Calderwood & Harkness LLP as outside legal counsel to advise the Board and the Company on all matters relating to Greystone's activism campaign, including stockholder engagement, corporate governance, and potential settlement negotiations; (b) Hargrove Advisory Group LLC as proxy solicitor to advise the Company on stockholder sentiment, proxy contest dynamics, and engagement strategy; and (c) Esterline Partners LLC as financial advisor to advise the Board and the Company on the activism matter, strategic alternatives, and the potential strategic review of the Enterprise Software Division;
WHEREAS, commencing on or about March 15, 2023, the Company's management and advisors, including Priya Nandakumar, the Company's General Counsel and Corporate Secretary, together with representatives of Calderwood & Harkness LLP, engaged in private, good-faith negotiations with Greystone and its outside legal counsel, Whitaker, Drummond & Chase LLP, regarding the terms of a potential settlement of Greystone's activism campaign, including the withdrawal of Greystone's director nominations in exchange for certain governance and board composition changes;
WHEREAS, on April 28, 2023, following extensive negotiations, the Company and Greystone reached agreement on a non-binding term sheet (the "Term Sheet") setting forth the principal terms of a proposed settlement and cooperation arrangement, including the appointment of one Greystone-designated director to the Board, mutual standstill provisions, voting commitments, and the initiation of a strategic review of the Enterprise Software Division;
WHEREAS, from May 3, 2023 through June 9, 2023, Calderwood & Harkness LLP, on behalf of the Company, and Whitaker, Drummond & Chase LLP, on behalf of Greystone, negotiated the definitive terms of a cooperation agreement reflecting the terms of the Term Sheet, with such negotiations including multiple rounds of markup and review by the respective parties and their advisors;
WHEREAS, the Board has been presented with, and each director has had a full and complete opportunity to review and consider, a substantially final form of the Cooperation Agreement, dated as of June 12, 2023 (the "Cooperation Agreement"), by and between the Company and Greystone Capital Partners LP, a complete copy of which has been provided to each director in advance of this consent and is attached hereto as Exhibit A;
WHEREAS, the Cooperation Agreement provides for, among other things:
(a) the expansion of the Board from eleven (11) directors to twelve (12) directors;
(b) the appointment of Catherine "Kate" Sinclair-Moreau as a Class II independent director of the Company, effective upon the execution of the Cooperation Agreement;
(c) the appointment of Ms. Sinclair-Moreau to the Technology & Strategy Committee of the Board;
(d) Greystone's irrevocable withdrawal of its nomination of marshall Henning as a director candidate for the 2023 AGM;
(e) mutual standstill provisions, including a 9.9% beneficial ownership cap on Greystone's holdings of Common Stock (the "Ownership Cap"), and a standstill period (the "Standstill Period") running from the date of execution of the Cooperation Agreement through thirty (30) calendar days prior to the advance notice deadline for the Company's 2025 Annual General Meeting of stockholders;
(f) voting commitments by Greystone to vote all shares of Common Stock beneficially owned by it in favor of the Company's director nominees and in accordance with the Board's recommendations on all proposals submitted to a vote of stockholders, except with respect to Extraordinary Transactions (as defined in the Cooperation Agreement) involving aggregate consideration exceeding twenty-five percent (25%) of the Company's then-current market capitalization;
(g) reimbursement by the Company of Greystone's documented, reasonable out-of-pocket expenses (including legal fees and advisory fees) incurred in connection with the activism campaign and the negotiation of the Cooperation Agreement, in an aggregate amount not to exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000);
(h) mutual non-disparagement provisions surviving for a period of twelve (12) months following the expiration of the Standstill Period; and
(i) mutual confidentiality obligations surviving for a period of twenty-four (24) months following the expiration of the Standstill Period;
WHEREAS, the Board has received and carefully considered the advice of Calderwood & Harkness LLP regarding the Board's fiduciary duties under the laws of the State of Delaware in connection with the proposed settlement, including the application of the business judgment rule to the Board's evaluation and approval of the Cooperation Agreement and the transactions contemplated thereby, and the Board has determined, in the exercise of its business judgment, that the settlement reflected in the Cooperation Agreement is fair, reasonable, and in the best interests of the Company and its stockholders;
WHEREAS, the Board has received and carefully considered the advice and financial analysis of Esterline Partners LLC, the Company's financial advisor, regarding the activism matter, the strategic considerations bearing upon the proposed settlement, and the merits of the strategic review of the Enterprise Software Division, and has found such advice and analysis to be helpful and informative in reaching its determination;
WHEREAS, the Board has received and carefully considered the advice and analysis of Hargrove Advisory Group LLC, the Company's proxy solicitor, regarding current stockholder sentiment, the likely dynamics and potential outcomes of a contested proxy solicitation at the 2023 AGM, and the anticipated market reaction to a cooperative settlement with Greystone, and has found such advice and analysis to be helpful and informative in reaching its determination;
WHEREAS, the Board, acting through its Nominating & Governance Committee (the "N&G Committee"), which is chaired by Sir Edmund Prumvane, Chairman of the Board, has conducted a thorough evaluation of the qualifications, independence, and fitness of Catherine "Kate" Sinclair-Moreau to serve as a director of the Company, including her professional experience as the former Chief Operating Officer of Ridgeline Networks Inc., a publicly traded telecommunications infrastructure company, and her current service as an independent director of both Brindoval Data Holdings Corp. and Arden Communications Group Inc., and has determined that Ms. Sinclair-Moreau possesses the qualifications, skills, experience, and judgment necessary to serve as a director of the Company and that her appointment to the Board will bring valuable operational and strategic perspectives;
WHEREAS, the Board, upon the recommendation of the N&G Committee, has determined that Ms. Sinclair-Moreau satisfies the independence standards set forth in: (a) Section 303A.02 of the NYSE Listed Company Manual; (b) the Company's Corporate Governance Guidelines (as amended and restated effective November 3, 2022); and (c) applicable rules and regulations promulgated by the SEC, and that she has no material relationships with the Company, its management, or Greystone that would impair her independence or her ability to exercise independent judgment as a director;
WHEREAS, Ms. Sinclair-Moreau, age 48, has completed a Director & Officer questionnaire in the form customarily used by the Company for its directors, has disclosed all information required thereby, and has provided her written consent to serve as a director of the Company, a copy of which consent is on file with the Corporate Secretary;
WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to initiate a comprehensive strategic review of the Enterprise Software Division, which contributed approximately $1.82 billion in revenue (representing approximately 28.5% of the Company's total consolidated revenue of $6.38 billion) for the fiscal year ended December 31, 2022, such strategic review to be conducted with the assistance of Esterline Partners LLC as financial advisor and to evaluate all strategic alternatives available with respect to the Enterprise Software Division, including but not limited to retention, operational improvement, sale, spin-off, or other disposition, with such review to be completed and presented to the Board no later than December 31, 2023; and
WHEREAS, in connection with the execution and delivery of the Cooperation Agreement, the Company will be required to: (a) file a Current Report on Form 8-K with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), reporting the execution of the Cooperation Agreement under Item 1.01 (Entry into a Material Definitive Agreement) and the appointment of Ms. Sinclair-Moreau as a director under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers); and (b) issue a joint press release with Greystone announcing the terms of the Cooperation Agreement and related matters.
NOW, THEREFORE, the Board hereby adopts the following resolutions:
RESOLUTIONS
Resolution 1 — Approval of the Cooperation Agreement
RESOLVED, that the Cooperation Agreement, dated as of June 12, 2023, by and between the Company and Greystone Capital Partners LP, substantially in the form attached hereto as Exhibit A, together with all exhibits, schedules, annexes, and ancillary documents thereto, be, and hereby is, approved, adopted, and ratified in all respects, and that the Company be, and hereby is, authorized to enter into, execute, deliver, and perform its obligations under the Cooperation Agreement in accordance with its terms.
FURTHER RESOLVED, that each of the terms and conditions of the Cooperation Agreement is hereby specifically approved, including but not limited to the following provisions:
(a) the mutual standstill provisions, including the Standstill Period running from the date of execution of the Cooperation Agreement through thirty (30) calendar days prior to the advance notice deadline for the Company's 2025 Annual General Meeting of stockholders, during which each party shall refrain from the actions set forth in the Cooperation Agreement;
(b) the 9.9% beneficial ownership cap applicable to Greystone and its affiliates (the "Ownership Cap"), pursuant to which Greystone shall not, during the Standstill Period, acquire or agree to acquire, directly or indirectly, beneficial ownership of shares of Common Stock that would result in Greystone and its affiliates beneficially owning in the aggregate more than 9.9% of the then-outstanding shares of Common Stock;
(c) Greystone's voting commitments, pursuant to which Greystone shall vote all shares of Common Stock beneficially owned by it and its affiliates in favor of the Company's director nominees recommended by the Board and in accordance with the Board's recommendations on all proposals submitted to a vote of stockholders at any annual or special meeting of stockholders occurring during the Standstill Period, provided that such voting commitments shall not apply with respect to any Extraordinary Transaction (as defined in the Cooperation Agreement) involving aggregate consideration that exceeds twenty-five percent (25%) of the Company's then-current market capitalization;
(d) the Company's obligation to include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended by the Board for reelection at the 2025 Annual General Meeting of stockholders, subject to Ms. Sinclair-Moreau's continued willingness to serve and her continued satisfaction of the Company's independence and qualification standards;
(e) the agreement that the size of the Board shall not be increased beyond twelve (12) directors during the Standstill Period without the prior written consent of Greystone, such consent not to be unreasonably withheld, conditioned, or delayed;
(f) the mutual non-disparagement provisions, pursuant to which neither party shall make or cause to be made any public statement or disclosure that disparages, defames, or casts in an unfavorable light the other party, its directors, officers, employees, or representatives, such provisions to survive for a period of twelve (12) months following the expiration or earlier termination of the Standstill Period;
(g) the mutual confidentiality obligations, pursuant to which each party shall maintain the confidentiality of all non-public information received from the other party in connection with the negotiation and performance of the Cooperation Agreement, such obligations to survive for a period of twenty-four (24) months following the expiration or earlier termination of the Standstill Period;
(h) the termination provisions, pursuant to which the Cooperation Agreement may be terminated: (i) upon material breach by either party, subject to a fifteen (15) business day cure period following written notice of such breach; (ii) upon the occurrence of a Change of Control of the Company (as defined in the Cooperation Agreement); or (iii) upon the failure of the Company to appoint a replacement director within thirty (30) calendar days following the resignation, death, or removal of Ms. Sinclair-Moreau, if and to the extent required under the Cooperation Agreement; and
(i) the selection of the laws of the State of Delaware as the governing law of the Cooperation Agreement (without giving effect to conflict of laws principles) and the agreement of the parties to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, with fallback jurisdiction in the Superior Court of the State of Delaware or, if federal subject matter jurisdiction exists, the United States District Court for the District of Delaware.
Resolution 2 — Expansion of the Board of Directors
RESOLVED, that, effective upon the execution and delivery of the Cooperation Agreement, the authorized number of members of the Board be, and hereby is, increased from eleven (11) directors to twelve (12) directors, pursuant to the authority granted to the Board under Article V of the Charter and Section 3.2 of the Bylaws, which authorize the Board to fix the number of directors from time to time by resolution adopted by a majority of the entire Board then in office.
FURTHER RESOLVED, that, during the Standstill Period (as defined in the Cooperation Agreement), the Board shall not be further expanded beyond twelve (12) directors without the prior written consent of Greystone Capital Partners LP, such consent not to be unreasonably withheld, conditioned, or delayed, as provided in Section 2(e) of the Cooperation Agreement, and the officers of the Company are hereby directed to ensure compliance with such obligation.
Resolution 3 — Appointment of Catherine Sinclair-Moreau as Class II Director
RESOLVED, that, effective upon the execution and delivery of the Cooperation Agreement, Catherine "Kate" Sinclair-Moreau be, and hereby is, appointed as a director of the Company, to be designated as a Class II director in accordance with the Company's classified board structure, to hold office until the 2025 Annual General Meeting of stockholders of the Company and until her successor shall have been duly elected and qualified, or until her earlier death, resignation, removal, or disqualification in accordance with the Charter, the Bylaws, and applicable law.
FURTHER RESOLVED, that the Board hereby determines and affirms that Ms. Sinclair-Moreau qualifies as an "independent director" under: (a) Section 303A.02 of the NYSE Listed Company Manual; (b) Rule 10A-3 under the Exchange Act; and (c) the Company's Corporate Governance Guidelines, and that she does not have any material relationship with the Company, its management, Greystone, or any of their respective affiliates that would impair her independence or her ability to exercise independent judgment in carrying out the responsibilities of a director.
FURTHER RESOLVED, that the Company shall include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended by the Board for reelection as a Class II director at the 2025 Annual General Meeting of stockholders, as contemplated by and in accordance with the terms of the Cooperation Agreement, subject to Ms. Sinclair-Moreau's continued willingness to serve, her continued satisfaction of the Company's independence and qualification standards, and the Board's ongoing fiduciary duties.
Resolution 4 — Appointment to Technology & Strategy Committee
RESOLVED, that, effective upon the execution and delivery of the Cooperation Agreement, Catherine "Kate" Sinclair-Moreau be, and hereby is, appointed as a member of the Technology & Strategy Committee of the Board (the "T&S Committee"), which committee is currently chaired by Margaret Liu and includes Dr. Amir Rashidi and Henrik Johansson as its other members. Ms. Sinclair-Moreau shall serve on the T&S Committee for the duration of her service as a director of the Company or until otherwise determined by the Board. The composition of the T&S Committee following such appointment shall be as follows: Margaret Liu (Chair), Dr. Amir Rashidi, Henrik Johansson, and Catherine "Kate" Sinclair-Moreau.
Resolution 5 — Authorization to Execute and Deliver the Cooperation Agreement and Ancillary Documents
RESOLVED, that Priya Nandakumar, the Company's General Counsel and Corporate Secretary, be, and hereby is, authorized and directed, acting for and on behalf of the Company, to execute and deliver the Cooperation Agreement and any and all documents, instruments, certificates, notices, consents, acknowledgments, and agreements contemplated by the Cooperation Agreement or ancillary thereto (collectively, the "Ancillary Documents"), including but not limited to any joinder agreements, side letters, or confirmatory documents, with such changes, modifications, amendments, or supplements thereto as Ms. Nandakumar may approve in her sole discretion, such approval to be conclusively evidenced by her execution thereof, and to take all such actions and do all such things as Ms. Nandakumar may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Cooperation Agreement and the Ancillary Documents.
FURTHER RESOLVED, that any officer of the Company, including but not limited to Fiona Caldwell, Chief Executive Officer, Graham Phelps, Chief Financial Officer, and Priya Nandakumar, General Counsel and Corporate Secretary, be, and each of them acting alone hereby is, authorized and empowered to execute any document or instrument and to take any action on behalf of the Company as may be required or advisable to effectuate the purposes and intent of the foregoing resolutions.
Resolution 6 — Authorization of Form 8-K Filing and Joint Press Release
RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to prepare, review, finalize, execute, and file with the SEC a Current Report on Form 8-K (the Company's Central Index Key (CIK) number being 0001847263) reporting: (a) the execution and delivery of the Cooperation Agreement under Item 1.01 (Entry into a Material Definitive Agreement); and (b) the appointment of Catherine "Kate" Sinclair-Moreau as a director of the Company under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), with the Cooperation Agreement to be filed as Exhibit 10.1 thereto and the joint press release to be filed as Exhibit 99.1 thereto, such Form 8-K to be filed via the SEC's EDGAR system on June 13, 2023, or as soon as reasonably practicable thereafter.
FURTHER RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to finalize, approve, and cause to be issued, jointly with Greystone Capital Partners LP, a press release (the "Joint Press Release") announcing: (a) the execution of the Cooperation Agreement; (b) the appointment of Catherine "Kate" Sinclair-Moreau as a Class II independent director of the Company; (c) the expansion of the Board from eleven (11) to twelve (12) directors; (d) Greystone's withdrawal of its nomination of marshall Henning as a director candidate for the 2023 AGM; and (e) the Board's decision to initiate a strategic review of the Enterprise Software Division, such Joint Press Release to be issued on June 13, 2023, concurrently with or promptly following the filing of the Form 8-K with the SEC.
Resolution 7 — Authorization of Expense Reimbursement
RESOLVED, that the Company be, and hereby is, authorized to reimburse Greystone Capital Partners LP for its documented, reasonable out-of-pocket expenses incurred in connection with the activism campaign and the negotiation, preparation, and execution of the Cooperation Agreement, including but not limited to legal fees and expenses of Whitaker, Drummond & Chase LLP and advisory fees and expenses of Veltrano Advisors LLC, in an aggregate amount not to exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), in accordance with the terms, conditions, and procedures set forth in Section 8 of the Cooperation Agreement.
FURTHER RESOLVED, that Graham Phelps, Chief Financial Officer of the Company, be, and hereby is, authorized and directed to review and process such reimbursement payments upon receipt of appropriate documentation from Greystone, including itemized invoices and such other supporting documentation as the Company may reasonably request to verify the nature, amount, and reasonableness of such expenses, and to cause such reimbursement payments to be made within the time periods specified in the Cooperation Agreement.
Resolution 8 — Announcement and Initiation of Strategic Review of the Enterprise Software Division
RESOLVED, that the Board hereby approves the initiation of a comprehensive strategic review of the Company's Enterprise Software Division ("ESD"), which contributed approximately One Billion Eight Hundred Twenty Million Dollars ($1,820,000,000) in revenue, representing approximately 28.5% of the Company's total consolidated revenue of Six Billion Three Hundred Eighty Million Dollars ($6,380,000,000), for the fiscal year ended December 31, 2022. Such strategic review shall be conducted with the assistance of Esterline Partners LLC, as financial advisor to the Company, and shall evaluate all strategic alternatives available with respect to the ESD, including but not limited to: (a) retention and continued operation as a division of the Company; (b) operational restructuring and performance improvement initiatives; (c) a sale of the ESD (in whole or in part) to a third party; (d) a spin-off or split-off of the ESD into a standalone publicly traded entity; (e) a joint venture or strategic partnership arrangement; and (f) any other transaction or alternative that may be deemed advisable. The strategic review shall be completed, and a report and recommendation shall be presented to the Board, no later than December 31, 2023.
FURTHER RESOLVED, that the announcement of such strategic review shall be made concurrently with the filing of the Form 8-K and the issuance of the Joint Press Release on June 13, 2023, in such manner and with such disclosures as the officers of the Company, in consultation with Calderwood & Harkness LLP and Esterline Partners LLC, shall determine to be appropriate.
FURTHER RESOLVED, that the Company's management, including but not limited to Fiona Caldwell, Chief Executive Officer, Graham Phelps, Chief Financial Officer, and the management team of the Enterprise Software Division, is hereby directed to cooperate fully with Esterline Partners LLC in conducting the strategic review, including by providing access to all books, records, financial information, projections, and personnel as may be reasonably requested, and to provide the Board with regular updates on the progress of the strategic review at each regularly scheduled meeting of the Board.
Resolution 9 — Withdrawal of Greystone Nomination of marshall Henning
RESOLVED, that the Board hereby acknowledges and accepts Greystone Capital Partners LP's irrevocable withdrawal of the nomination of marshall Henning as a candidate for election to the Board at the 2023 Annual General Meeting of stockholders, such withdrawal to be effective upon the execution and delivery of the Cooperation Agreement, as provided in Section 3(d) of the Cooperation Agreement. The Company's Corporate Secretary is hereby directed to update the Company's records and proxy materials for the 2023 AGM accordingly to reflect such withdrawal.
Resolution 10 — D&O Insurance and Indemnification
RESOLVED, that the officers of the Company, including but not limited to Priya Nandakumar, General Counsel and Corporate Secretary, be, and hereby are, authorized and directed to take all steps necessary or appropriate to extend the Company's existing directors' and officers' liability insurance coverage (including any tail or run-off policies) to Catherine "Kate" Sinclair-Moreau, effective as of the date of execution of the Cooperation Agreement, and to provide notice to the Company's insurance carriers and brokers of Ms. Sinclair-Moreau's appointment as a director.
FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to enter into, and cause the Company to execute and deliver, the Company's standard form of Indemnification Agreement with Ms. Sinclair-Moreau, on terms and conditions that are substantially consistent with and no less favorable than those provided to the Company's other non-employee directors under their respective Indemnification Agreements with the Company, which Indemnification Agreement shall provide for the indemnification and advancement of expenses of Ms. Sinclair-Moreau to the fullest extent permitted by Delaware law and the Charter.
Resolution 11 — NYSE Notification and Corporate Governance Updates
RESOLVED, that the officers of the Company, including but not limited to Priya Nandakumar, General Counsel and Corporate Secretary, be, and hereby are, authorized and directed to: (a) promptly notify the NYSE of the change in the composition of the Board, including the appointment of Ms. Sinclair-Moreau and the increase in the size of the Board from eleven (11) to twelve (12) directors, in accordance with applicable NYSE listing rules and notification requirements; and (b) update the Company's corporate governance page on its investor relations website (investors.northgatetelecom.com) to reflect the appointment of Ms. Sinclair-Moreau, the expansion of the Board, and any other changes to the Company's board committees resulting from these resolutions, such updates to be made no later than the date of the public announcement of the Cooperation Agreement.
Resolution 12 — Notification to Transfer Agent
RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to provide any necessary notifications, instructions, certificates, or other communications to Pinnacle Trust Company, N.A., the Company's transfer agent and registrar, as may be required or advisable in connection with the foregoing actions, including but not limited to any updates to the Company's corporate records maintained by the transfer agent.
Resolution 13 — Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the officers, directors, employees, agents, and representatives of the Company, and by Calderwood & Harkness LLP, Hargrove Advisory Group LLC, Esterline Partners LLC, and their respective personnel, in connection with the matters contemplated by these resolutions, including but not limited to: (a) the engagement and retention of Calderwood & Harkness LLP as outside legal counsel, Hargrove Advisory Group LLC as proxy solicitor, and Esterline Partners LLC as financial advisor; (b) the negotiation of the Term Sheet and the Cooperation Agreement with Greystone and its advisors; (c) the evaluation of Ms. Sinclair-Moreau's qualifications, independence, and fitness to serve as a director; (d) all communications with Greystone, its representatives, and its counsel; and (e) all other actions taken in furtherance of the foregoing, be, and each of them hereby is, ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
Resolution 14 — General Authorization
RESOLVED, that any officer of the Company, including but not limited to Fiona Caldwell, Chief Executive Officer, Graham Phelps, Chief Financial Officer, and Priya Nandakumar, General Counsel and Corporate Secretary, be, and each of them acting alone hereby is, authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, to execute, deliver, file, and record or cause to be executed, delivered, filed, and recorded all such further documents, instruments, certificates, agreements, notices, consents, and filings, and to pay or cause to be paid all such fees, costs, and expenses, as any such officer may deem necessary, appropriate, or advisable in order to fully carry out the intent and purposes of each and all of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action by such officer to be conclusive evidence that such officer deemed such document or action to be necessary, appropriate, or advisable and within the scope of the authority granted by these resolutions.
FURTHER RESOLVED, that this Unanimous Written Consent may be executed in any number of counterparts (including by means of facsimile or portable document format (PDF) transmission), each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument, and the signature of any director on any counterpart shall be sufficient to bind such director as though all directors had signed the same counterpart.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Northgate Telecommunications PLC, have executed this Unanimous Written Consent of the Board of Directors in Lieu of a Special Meeting, effective as of June 11, 2023.
________________________________________
Sir Edmund Prumvane Chairman of the Board
Date: ________
________________________________________
Fiona Caldwell Director; Chief Executive Officer
Date: ________
________________________________________
Richard Tanaka Director
Date: ________
________________________________________
Elaine Beaumont-Cross Director
Date: ________
________________________________________
Dr. Amir Rashidi Director
Date: ________
________________________________________
Lorraine Duplessis Director
Date: ________
________________________________________
Henrik Johansson Director
Date: ________
________________________________________
Patricia Okonkwo Director
Date: ________
________________________________________
David Calloway Director
Date: ________
________________________________________
Margaret Liu Director
Date: ________
________________________________________
Thomas Grantham Director
Date: ________
EXHIBIT A
COOPERATION AGREEMENT
by and between
NORTHGATE TELECOMMUNICATIONS PLC
and
GREYSTONE CAPITAL PARTNERS LP
Dated as of June 12, 2023
(Execution Version)
See separately bound document: cooperation-agreement-execution-version.docx
The Cooperation Agreement, including all exhibits, schedules, and annexes thereto, is incorporated herein by reference and attached hereto as a separate document.
Prepared by:
Calderwood & Harkness LLP 450 Lexington Avenue, New York, NY 10017 7 Finsbury Square, London EC2A 1AF 1201 North Market Street, Suite 1400, Wilmington, DE 19801
Matter No. 1022-00003

Calderwood & Harkness LLP Matter No. 1022-00003

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF NORTHGATE TELECOMMUNICATIONS PLC

IN LIEU OF A SPECIAL MEETING

PREAMBLE

RECITALS

RESOLUTIONS

SIGNATURE PAGE

EXHIBIT A

COOPERATION AGREEMENT

NORTHGATE TELECOMMUNICATIONS PLC

GREYSTONE CAPITAL PARTNERS LP

Record

Parties

Dates

Amounts