DRAFT — Prepared by Calderwood & Harkness LLP — Subject to Client Approval

FOR IMMEDIATE RELEASE

June 13, 2023

Issued Jointly by Northgate Telecommunications PLC and Greystone Capital Partners LP

Northgate Telecommunications PLC and Greystone Capital Partners LP Announce Cooperation Agreement

*Board Expanded to 12 Directors with Appointment of Catherine Sinclair-Moreau; Company to Conduct Strategic Review of Enterprise Software Division*

LONDON and NEW YORK — June 13, 2023 — Northgate Telecommunications PLC (NYSE: NTP) ("Northgate," "NTP," or the "Company"), a global telecommunications infrastructure and enterprise software/SaaS company with principal executive offices at 45 Broadwick Street, London W1F 0DB, United Kingdom, and Greystone Capital Partners LP ("Greystone"), a New York–based investment fund with its principal place of business at 590 Madison Avenue, 34th Floor, New York, NY 10022, today announced that they have entered into a Cooperation Agreement dated June 12, 2023 (the "Cooperation Agreement"). The Cooperation Agreement resolves the matters raised by Greystone in connection with Northgate's 2023 Annual General Meeting of Shareholders, which is currently scheduled to be held on July 12, 2023 (the "2023 Annual General Meeting").

Board Appointment and Expansion

Pursuant to the terms of the Cooperation Agreement, the Northgate Board of Directors (the "Board") has been expanded from 11 to 12 directors, effective June 12, 2023. In connection with the expansion, Catherine "Kate" Sinclair-Moreau, age 48, has been appointed to the Board as a Class II independent director, with her term expiring at the Company's 2025 Annual General Meeting of Shareholders (the "2025 Annual General Meeting"). Ms. Sinclair-Moreau has also been appointed to the Board's Technology & Strategy Committee, effective immediately upon her appointment.

Ms. Sinclair-Moreau is a seasoned technology industry executive with deep operational experience across the telecommunications and enterprise software sectors. She previously served as Chief Operating Officer of Ridgeline Networks Inc., a publicly traded provider of next-generation network solutions, where she oversaw global operations, product development, and strategic partnerships. Ms. Sinclair-Moreau currently serves as an independent director at Brindoval Data Holdings Corp., a leading cloud data analytics company, and at Arden Communications Group Inc., a diversified communications technology company. Ms. Sinclair-Moreau brings extensive operational and technology industry experience to the Board, including significant expertise in scaling enterprise software platforms, driving operational efficiency, and executing value-creating strategic transactions.

In connection with the Cooperation Agreement, Greystone has withdrawn its nomination of marshall Henning, its second director nominee, for election at the 2023 Annual General Meeting.

Cooperation Agreement Key Terms

Greystone Capital Partners LP, which beneficially owns approximately 28,016,000 shares of Northgate common stock, representing approximately 6.8% of the approximately 412,000,000 shares of common stock of the Company outstanding as of the date of the Cooperation Agreement, has agreed to customary standstill provisions. The standstill period (the "Standstill Period") runs from the date of execution of the Cooperation Agreement through the date that is 30 calendar days prior to the advance notice deadline for the nomination of directors at the 2025 Annual General Meeting.

During the Standstill Period, Greystone has agreed to vote all of its shares of NTP common stock in favor of the Board's recommended slate of director nominees at any annual or special meeting of shareholders and in accordance with the Board's recommendations on all other proposals presented to shareholders at any such meeting, subject to Greystone retaining full voting discretion with respect to any Extraordinary Transaction (as defined in the Cooperation Agreement), including any proposed merger, acquisition, sale of all or substantially all assets, or similar business combination involving the Company.

Northgate has agreed to include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended for election by the Board at the 2025 Annual General Meeting, subject to the terms and conditions set forth in the Cooperation Agreement.

The full text of the Cooperation Agreement is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission (the "SEC"). Shareholders and other interested parties are encouraged to read the full text of the Cooperation Agreement, as the foregoing summary is qualified in its entirety by reference to the complete document.

Strategic Review of Enterprise Software Division

In connection with the Cooperation Agreement, the Board has approved the initiation of a comprehensive strategic review of the Company's Enterprise Software Division (the "ESD" or the "Enterprise Software Division"). The Enterprise Software Division is a significant contributor to the Company's consolidated operations, having generated approximately $1.82 billion in revenue for fiscal year 2022, representing approximately 28.5% of the Company's total revenue of approximately $6.38 billion for the same period.

The strategic review will be conducted with the assistance of Esterline Partners LLC ("Esterline"), a leading independent financial advisory firm. The Board expects the strategic review to be completed no later than December 31, 2023. In connection with the review, the Board will consider all strategic, operational, and financial alternatives with respect to the Enterprise Software Division, with the objective of maximizing long-term shareholder value. The range of alternatives under consideration may include, but is not limited to, a potential sale, spin-off, partnership, or other strategic transaction involving the ESD, as well as the continued operation of the ESD within Northgate's existing corporate structure. There can be no assurance that the strategic review will result in any particular outcome or transaction.

Statements from Northgate and Greystone Leadership

Sir Edmund Prumvane, age 68, independent non-executive Chairman of the Board of Northgate since 2018, stated:

"The Board of Northgate Telecommunications is deeply committed to constructive engagement with all of our shareholders, and we are pleased to have reached this agreement with Greystone Capital Partners. We are delighted to welcome Catherine Sinclair-Moreau to the Board. Kate brings exceptional operational expertise and a proven track record of technology sector leadership that will be invaluable as we navigate the next phase of Northgate's growth and evolution. This agreement with Greystone reflects the Board's unwavering focus on enhancing value for all Northgate shareholders. We are confident that the comprehensive strategic review of our Enterprise Software Division, with the assistance of Esterline Partners, will help identify meaningful opportunities for value creation across our portfolio of businesses."

Dominic Ferraro, age 52, Founding and Managing Partner of Greystone Capital Partners LP, stated:

"We are pleased with the constructive outcome of our discussions with Northgate and with the terms of the Cooperation Agreement we have reached with the Company. We have great confidence in Kate Sinclair-Moreau's qualifications and believe she will bring tremendous value to the Northgate Board and to the Technology & Strategy Committee. We are also strongly supportive of the Board's decision to undertake a thorough strategic review of the Enterprise Software Division, which we believe has the potential to unlock significant value for all shareholders. Greystone has long believed in Northgate's exceptional long-term potential, and we look forward to working collaboratively with the Board and management team to realize that potential for the benefit of all stakeholders."

About Northgate Telecommunications PLC

Northgate Telecommunications PLC is a global telecommunications infrastructure and enterprise software/SaaS company incorporated in the State of Delaware and headquartered in London, United Kingdom. The Company's common stock is listed on the New York Stock Exchange under the ticker symbol "NTP." For fiscal year 2022, Northgate reported total revenue of approximately $6.38 billion. The Company has an approximate market capitalization of $14.2 billion, based on approximately 412,000,000 shares of common stock outstanding. Fiona Caldwell serves as Chief Executive Officer and Graham Phelps serves as Chief Financial Officer. The Company's principal executive offices are located at 45 Broadwick Street, London W1F 0DB, United Kingdom. For more information, please visit www.northgatetelecom.com.

About Greystone Capital Partners LP

Greystone Capital Partners LP is a New York–based investment fund with approximately $7.6 billion in assets under management. Greystone Capital Management LLC serves as the general partner of the fund. Greystone was founded and is managed by Dominic Ferraro. The firm's principal place of business is located at 590 Madison Avenue, 34th Floor, New York, NY 10022.

Additional Information and Where to Find It

In connection with the matters described in this press release, the Company has filed a Current Report on Form 8-K with the SEC on June 13, 2023 (NTP CIK No. 0001847263). The Form 8-K reports the entry into the Cooperation Agreement under Item 1.01 (Entry into a Material Definitive Agreement) and the appointment of Ms. Sinclair-Moreau to the Board under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The full text of the Cooperation Agreement is filed as Exhibit 10.1 to the Form 8-K, and this press release is filed as Exhibit 99.1 thereto.

Shareholders and other interested parties are urged to read the Form 8-K and the full text of the Cooperation Agreement in their entirety, as they contain important information regarding the matters described herein. The Form 8-K and other filings made by the Company with the SEC are available free of charge at the SEC's website at www.sec.gov and on the Company's investor relations page at ir.northgatetelecom.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "expects," "anticipates," "believes," "plans," "intends," "will," "may," "potential," "objective," "opportunity," and similar expressions or their negatives. Statements in this press release regarding the strategic review of the Enterprise Software Division, the expected timing of completion of the strategic review by December 31, 2023, the potential outcomes of the strategic review, the ability of the Company to maximize long-term shareholder value, and the expected contributions of Ms. Sinclair-Moreau to the Board are forward-looking statements.

These forward-looking statements are based on the Company's current expectations, assumptions, and beliefs as of the date of this press release and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: general market, economic, political, and business conditions; competitive dynamics in the telecommunications and enterprise software industries; the Company's ability to successfully execute on strategic initiatives and operational plans; the potential impact of the strategic review of the Enterprise Software Division on the Company's business, operations, and financial results; the ability to attract and retain key personnel; changes in applicable laws, regulations, or governmental policies; foreign currency exchange rate fluctuations; cybersecurity risks and technology disruptions; and other risks and uncertainties described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in other filings made by the Company with the SEC from time to time.

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

Contacts

Northgate Telecommunications PLC

Investor Relations and Media:

Priya Nandakumar General Counsel & Corporate Secretary Northgate Telecommunications PLC 45 Broadwick Street London W1F 0DB, United Kingdom Tel: +44 (0) 20 7946 0312

Email: priya.nandakumar@northgatetelecom.com

Proxy Solicitor:

Hargrove Advisory Group LLC Dennis Hargrove 1345 Avenue of the Americas, Suite 2800 New York, NY 10105 Tel: +1 (212) 555-4780

Greystone Capital Partners LP

Media Contact:

Greystone Capital Partners LP Communications Department 590 Madison Avenue, 34th Floor New York, NY 10022 Tel: +1 (212) 555-7200

###

Calderwood & Harkness LLP — Matter No. 1022-00003

DRAFT — For Discussion Purposes Only — Not for Distribution

DRAFT — Prepared by Calderwood & Harkness LLP — Subject to Client Approval
FOR IMMEDIATE RELEASE
June 13, 2023
Issued Jointly by Northgate Telecommunications PLC and Greystone Capital Partners LP
Northgate Telecommunications PLC and Greystone Capital Partners LP Announce Cooperation Agreement
*Board Expanded to 12 Directors with Appointment of Catherine Sinclair-Moreau; Company to Conduct Strategic Review of Enterprise Software Division*
LONDON and NEW YORK — June 13, 2023 — Northgate Telecommunications PLC (NYSE: NTP) ("Northgate," "NTP," or the "Company"), a global telecommunications infrastructure and enterprise software/SaaS company with principal executive offices at 45 Broadwick Street, London W1F 0DB, United Kingdom, and Greystone Capital Partners LP ("Greystone"), a New York–based investment fund with its principal place of business at 590 Madison Avenue, 34th Floor, New York, NY 10022, today announced that they have entered into a Cooperation Agreement dated June 12, 2023 (the "Cooperation Agreement"). The Cooperation Agreement resolves the matters raised by Greystone in connection with Northgate's 2023 Annual General Meeting of Shareholders, which is currently scheduled to be held on July 12, 2023 (the "2023 Annual General Meeting").
Board Appointment and Expansion
Pursuant to the terms of the Cooperation Agreement, the Northgate Board of Directors (the "Board") has been expanded from 11 to 12 directors, effective June 12, 2023. In connection with the expansion, Catherine "Kate" Sinclair-Moreau, age 48, has been appointed to the Board as a Class II independent director, with her term expiring at the Company's 2025 Annual General Meeting of Shareholders (the "2025 Annual General Meeting"). Ms. Sinclair-Moreau has also been appointed to the Board's Technology & Strategy Committee, effective immediately upon her appointment.
Ms. Sinclair-Moreau is a seasoned technology industry executive with deep operational experience across the telecommunications and enterprise software sectors. She previously served as Chief Operating Officer of Ridgeline Networks Inc., a publicly traded provider of next-generation network solutions, where she oversaw global operations, product development, and strategic partnerships. Ms. Sinclair-Moreau currently serves as an independent director at Brindoval Data Holdings Corp., a leading cloud data analytics company, and at Arden Communications Group Inc., a diversified communications technology company. Ms. Sinclair-Moreau brings extensive operational and technology industry experience to the Board, including significant expertise in scaling enterprise software platforms, driving operational efficiency, and executing value-creating strategic transactions.
In connection with the Cooperation Agreement, Greystone has withdrawn its nomination of marshall Henning, its second director nominee, for election at the 2023 Annual General Meeting.
Cooperation Agreement Key Terms
Greystone Capital Partners LP, which beneficially owns approximately 28,016,000 shares of Northgate common stock, representing approximately 6.8% of the approximately 412,000,000 shares of common stock of the Company outstanding as of the date of the Cooperation Agreement, has agreed to customary standstill provisions. The standstill period (the "Standstill Period") runs from the date of execution of the Cooperation Agreement through the date that is 30 calendar days prior to the advance notice deadline for the nomination of directors at the 2025 Annual General Meeting.
During the Standstill Period, Greystone has agreed to vote all of its shares of NTP common stock in favor of the Board's recommended slate of director nominees at any annual or special meeting of shareholders and in accordance with the Board's recommendations on all other proposals presented to shareholders at any such meeting, subject to Greystone retaining full voting discretion with respect to any Extraordinary Transaction (as defined in the Cooperation Agreement), including any proposed merger, acquisition, sale of all or substantially all assets, or similar business combination involving the Company.
Northgate has agreed to include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended for election by the Board at the 2025 Annual General Meeting, subject to the terms and conditions set forth in the Cooperation Agreement.
The full text of the Cooperation Agreement is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission (the "SEC"). Shareholders and other interested parties are encouraged to read the full text of the Cooperation Agreement, as the foregoing summary is qualified in its entirety by reference to the complete document.
Strategic Review of Enterprise Software Division
In connection with the Cooperation Agreement, the Board has approved the initiation of a comprehensive strategic review of the Company's Enterprise Software Division (the "ESD" or the "Enterprise Software Division"). The Enterprise Software Division is a significant contributor to the Company's consolidated operations, having generated approximately $1.82 billion in revenue for fiscal year 2022, representing approximately 28.5% of the Company's total revenue of approximately $6.38 billion for the same period.
The strategic review will be conducted with the assistance of Esterline Partners LLC ("Esterline"), a leading independent financial advisory firm. The Board expects the strategic review to be completed no later than December 31, 2023. In connection with the review, the Board will consider all strategic, operational, and financial alternatives with respect to the Enterprise Software Division, with the objective of maximizing long-term shareholder value. The range of alternatives under consideration may include, but is not limited to, a potential sale, spin-off, partnership, or other strategic transaction involving the ESD, as well as the continued operation of the ESD within Northgate's existing corporate structure. There can be no assurance that the strategic review will result in any particular outcome or transaction.
Statements from Northgate and Greystone Leadership
Sir Edmund Prumvane, age 68, independent non-executive Chairman of the Board of Northgate since 2018, stated:
"The Board of Northgate Telecommunications is deeply committed to constructive engagement with all of our shareholders, and we are pleased to have reached this agreement with Greystone Capital Partners. We are delighted to welcome Catherine Sinclair-Moreau to the Board. Kate brings exceptional operational expertise and a proven track record of technology sector leadership that will be invaluable as we navigate the next phase of Northgate's growth and evolution. This agreement with Greystone reflects the Board's unwavering focus on enhancing value for all Northgate shareholders. We are confident that the comprehensive strategic review of our Enterprise Software Division, with the assistance of Esterline Partners, will help identify meaningful opportunities for value creation across our portfolio of businesses."
Dominic Ferraro, age 52, Founding and Managing Partner of Greystone Capital Partners LP, stated:
"We are pleased with the constructive outcome of our discussions with Northgate and with the terms of the Cooperation Agreement we have reached with the Company. We have great confidence in Kate Sinclair-Moreau's qualifications and believe she will bring tremendous value to the Northgate Board and to the Technology & Strategy Committee. We are also strongly supportive of the Board's decision to undertake a thorough strategic review of the Enterprise Software Division, which we believe has the potential to unlock significant value for all shareholders. Greystone has long believed in Northgate's exceptional long-term potential, and we look forward to working collaboratively with the Board and management team to realize that potential for the benefit of all stakeholders."
About Northgate Telecommunications PLC
Northgate Telecommunications PLC is a global telecommunications infrastructure and enterprise software/SaaS company incorporated in the State of Delaware and headquartered in London, United Kingdom. The Company's common stock is listed on the New York Stock Exchange under the ticker symbol "NTP." For fiscal year 2022, Northgate reported total revenue of approximately $6.38 billion. The Company has an approximate market capitalization of $14.2 billion, based on approximately 412,000,000 shares of common stock outstanding. Fiona Caldwell serves as Chief Executive Officer and Graham Phelps serves as Chief Financial Officer. The Company's principal executive offices are located at 45 Broadwick Street, London W1F 0DB, United Kingdom. For more information, please visit www.northgatetelecom.com.
About Greystone Capital Partners LP
Greystone Capital Partners LP is a New York–based investment fund with approximately $7.6 billion in assets under management. Greystone Capital Management LLC serves as the general partner of the fund. Greystone was founded and is managed by Dominic Ferraro. The firm's principal place of business is located at 590 Madison Avenue, 34th Floor, New York, NY 10022.
Additional Information and Where to Find It
In connection with the matters described in this press release, the Company has filed a Current Report on Form 8-K with the SEC on June 13, 2023 (NTP CIK No. 0001847263). The Form 8-K reports the entry into the Cooperation Agreement under Item 1.01 (Entry into a Material Definitive Agreement) and the appointment of Ms. Sinclair-Moreau to the Board under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The full text of the Cooperation Agreement is filed as Exhibit 10.1 to the Form 8-K, and this press release is filed as Exhibit 99.1 thereto.
Shareholders and other interested parties are urged to read the Form 8-K and the full text of the Cooperation Agreement in their entirety, as they contain important information regarding the matters described herein. The Form 8-K and other filings made by the Company with the SEC are available free of charge at the SEC's website at www.sec.gov and on the Company's investor relations page at ir.northgatetelecom.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "expects," "anticipates," "believes," "plans," "intends," "will," "may," "potential," "objective," "opportunity," and similar expressions or their negatives. Statements in this press release regarding the strategic review of the Enterprise Software Division, the expected timing of completion of the strategic review by December 31, 2023, the potential outcomes of the strategic review, the ability of the Company to maximize long-term shareholder value, and the expected contributions of Ms. Sinclair-Moreau to the Board are forward-looking statements.
These forward-looking statements are based on the Company's current expectations, assumptions, and beliefs as of the date of this press release and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: general market, economic, political, and business conditions; competitive dynamics in the telecommunications and enterprise software industries; the Company's ability to successfully execute on strategic initiatives and operational plans; the potential impact of the strategic review of the Enterprise Software Division on the Company's business, operations, and financial results; the ability to attract and retain key personnel; changes in applicable laws, regulations, or governmental policies; foreign currency exchange rate fluctuations; cybersecurity risks and technology disruptions; and other risks and uncertainties described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in other filings made by the Company with the SEC from time to time.
The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
Contacts
Northgate Telecommunications PLC
Investor Relations and Media:
Priya Nandakumar General Counsel & Corporate Secretary Northgate Telecommunications PLC 45 Broadwick Street London W1F 0DB, United Kingdom Tel: +44 (0) 20 7946 0312
Email: priya.nandakumar@northgatetelecom.com
Proxy Solicitor:
Hargrove Advisory Group LLC Dennis Hargrove 1345 Avenue of the Americas, Suite 2800 New York, NY 10105 Tel: +1 (212) 555-4780
Greystone Capital Partners LP
Media Contact:
Greystone Capital Partners LP Communications Department 590 Madison Avenue, 34th Floor New York, NY 10022 Tel: +1 (212) 555-7200
###
Calderwood & Harkness LLP — Matter No. 1022-00003
DRAFT — For Discussion Purposes Only — Not for Distribution

DRAFT — Prepared by Calderwood & Harkness LLP — Subject to Client Approval

FOR IMMEDIATE RELEASE

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