1022-00004 · Northgate Telecommunications PLC · Final Proposal & Termination

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF NORTHGATE TELECOMMUNICATIONS PLC

Adopted by Written Resolution on September 12, 2024

NORTHGATE TELECOMMUNICATIONS PLC A public limited company incorporated in England and Wales Company Registered Number: 07381264 Registered Office: 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom

Listed on the London Stock Exchange (LON: NTP) and the New York Stock Exchange (American Depositary Receipts) (NYSE: NTPC)

RECITALS

WHEREAS, Sir Alistair Kemble, Chief Executive Officer of Northgate Telecommunications PLC (the "Company"), publicly announced his intention to retire from the position of Chief Executive Officer effective December 31, 2024, such announcement having been made on May 15, 2024 by means of a Regulatory News Service announcement issued through the London Stock Exchange, a corresponding Form 6-K filed with the United States Securities and Exchange Commission (the "SEC"), and a press release distributed through customary wire services;

WHEREAS, the Nomination Committee of the Board of Directors of the Company (the "Board"), chaired by Lucinda Farrow, Non-Executive Director, engaged Kensington Partners Ltd., an executive search firm with offices at 33 St James's Square, London SW1Y 4JS, United Kingdom ("Kensington Partners"), pursuant to a formal engagement letter dated and effective March 1, 2024, to conduct a comprehensive global search for a successor Chief Executive Officer, at a total engagement fee of £1,200,000 (one million two hundred thousand pounds sterling), payable in three equal tranches of £400,000 each, the first tranche having been paid upon execution of the engagement letter, the second tranche having been paid upon delivery of the final candidate shortlist, and the third tranche remaining payable upon the successful completion of the placement;

WHEREAS, Kensington Partners, through its Managing Director, Antonia Blythe, CEO & Board Practice, presented a final shortlist of three qualified candidates to the Nomination Committee on May 22, 2024, following an extensive evaluation process involving over seventy prospective candidates sourced from the global telecommunications, technology, and digital infrastructure sectors;

WHEREAS, on May 28, 2024, the Nomination Committee, having conducted thorough interviews with each of the three shortlisted candidates and having evaluated their respective qualifications, experience, leadership capabilities, and strategic vision for the Company, recommended to the Board, and the Board unanimously concurred, that Marcus Elliot Harding (date of birth: April 14, 1971), currently serving as President and Chief Operating Officer of Marlowe Asset Management Digital Holdings, Inc., a Delaware corporation listed on the New York Stock Exchange (NYSE: VDHI) ("Marlowe Asset Management Digital"), be designated as the preferred candidate for the position of Chief Executive Officer of the Company;

WHEREAS, on May 30, 2024, Dame Philippa Thornton-Hale, CBE, Chair of the Board, extended an informal verbal offer to Mr. Harding during a private meeting held in London, and Mr. Harding expressed strong interest in the position, subject to the negotiation and agreement of definitive terms of employment, including compensation, benefits, severance protections, and restrictive covenant obligations, to be memorialised in a formal Executive Employment Agreement;

WHEREAS, for the purpose of negotiating and drafting a definitive Executive Employment Agreement with Mr. Harding, the Company engaged Calderwood & Harkness LLP, with principal offices at 299 Park Avenue, 42nd Floor, New York, NY 10171, United States ("Calderwood & Harkness"), as outside legal counsel, pursuant to an engagement letter dated June 4, 2024 (engagement reference number 1022-00004), with Renata Vasquez, Partner, Executive Compensation and Employment Practice, serving as the responsible partner on the engagement, and with hourly rates and billing terms as set forth in said engagement letter, including a retainer deposit of $75,000 paid by the Company upon execution thereof;

WHEREAS, Mr. Harding retained Hargrove & Liddell LLP, with offices at 51 Madison Avenue, 30th Floor, New York, NY 10010, United States ("Hargrove & Liddell"), as his personal legal counsel for purposes of the employment negotiations, with Victoria Hargrove, Founding Partner, serving as the lead partner representing Mr. Harding's interests;

WHEREAS, negotiations between Calderwood & Harkness (on behalf of the Company) and Hargrove & Liddell (on behalf of Mr. Harding) commenced on June 10, 2024, with the circulation by Calderwood & Harkness of an initial term sheet setting forth the Company's proposed principal terms of employment (the "Initial Term Sheet"), and the negotiation process proceeded through the following stages:

(a) five successive rounds of term-sheet negotiation, with revised term sheets exchanged on June 24, 2024 (v2), July 1, 2024 (v3), July 8, 2024 (v3-Revised), July 12, 2024 (v4), and July 19, 2024 (v4-Revised);

(b) the circulation by Calderwood & Harkness of a first full draft of the proposed Executive Employment Agreement (the "First Draft") on July 22, 2024, comprising approximately eighty-five pages inclusive of exhibits and schedules;

(c) the delivery by Hargrove & Liddell of a comprehensive redline to the First Draft on August 5, 2024, reflecting approximately two hundred and forty-seven mark-ups, additions, and revisions;

(d) the circulation by Calderwood & Harkness of a revised second draft of the Executive Employment Agreement (the "Second Draft") on August 12, 2024, incorporating those of Mr. Harding's proposed revisions that were acceptable to the Company and reflecting the Company's counter-positions on contested terms;

(e) the delivery by Hargrove & Liddell of a further redline to the Second Draft on August 19, 2024, narrowing but not resolving the remaining disputed provisions; and

(f) an in-person principals meeting held on August 26, 2024, at the Company's US Operations headquarters, located at 600 Lexington Avenue, 38th Floor, New York, NY 10022, attended by Dame Philippa Thornton-Hale, Geoffrey Stanton, Elaine Whitford (SVP & Group General Counsel), and Renata Vasquez on behalf of the Company, and by Mr. Harding and Victoria Hargrove on behalf of Mr. Harding, during which meeting the parties engaged in direct discussion of the remaining open terms but were unable to resolve the outstanding impasses;

WHEREAS, the proposed compensation package for Mr. Harding, as reflected in the Company's final proposal, comprised the following elements:

(a) Base Salary: $1,750,000 (one million seven hundred fifty thousand US dollars) per annum, subject to annual review by the Remuneration Committee;

(b) Target Annual Incentive: 175% of base salary, equalling $3,062,500 (three million sixty-two thousand five hundred US dollars) at target performance, with a maximum payout opportunity of 300% of base salary, equalling $5,250,000 (five million two hundred fifty thousand US dollars) at maximum performance;

(c) Sign-On Cash Bonus: $5,000,000 (five million US dollars), payable in a single lump sum within thirty days of the commencement date, subject to a two-year repayment obligation in the event of voluntary termination without Good Reason;

(d) Sign-On Equity Awards: aggregate grant-date value of $18,400,000 (eighteen million four hundred thousand US dollars), comprising (i) restricted stock units ("RSUs") valued at $12,000,000, vesting ratably over four years on each anniversary of the commencement date, and (ii) performance share units ("PSUs") valued at $6,400,000, vesting over a three-year performance period based on the achievement of relative total shareholder return and adjusted EBITDA growth metrics;

(e) Annual Long-Term Incentive Awards: target annual grant-date value of $9,000,000 (nine million US dollars), to be granted in a mix of RSUs and PSUs in accordance with the Company's standard long-term incentive programme; and

(f) Total Target Annual Compensation: $13,812,500 (thirteen million eight hundred twelve thousand five hundred US dollars), comprising the sum of base salary, target annual incentive, and target annual long-term incentive awards;

WHEREAS, despite the extensive and good-faith negotiations described above, the parties were unable to reach agreement on two material categories of terms, each of which Mr. Harding, through Hargrove & Liddell, designated as "non-negotiable," creating irreconcilable impasses as follows:

(a) Change in Control Severance Provisions. The Company's final proposal provided for: (i) a change in control severance multiplier of 2.5 times the sum of base salary and target annual incentive bonus (2.5 × $4,812,500 = $12,031,250); (ii) a "double-trigger" mechanism, requiring both the occurrence of a Change in Control and a qualifying termination of employment (involuntary termination without Cause or resignation for Good Reason) within the twenty-four-month period following such Change in Control as a condition to payment; and (iii) a "best-net" cutback provision under Section 280G of the United States Internal Revenue Code of 1986, as amended (the "Code"), pursuant to which any "excess parachute payments" (as defined in Section 280G of the Code) would be reduced to the extent that such reduction would produce a greater after-tax benefit to Mr. Harding than payment of the full amount, in lieu of any excise tax gross-up. Mr. Harding demanded: (i) an increased multiplier of 3.0 times the sum of base salary and target annual incentive bonus (3.0 × $4,812,500 = $14,437,500); (ii) a full Section 280G excise tax gross-up, pursuant to which the Company would be obligated to make an additional payment to Mr. Harding sufficient to place him in the same after-tax position as if no excise tax under Section 4999 of the Code had been imposed, the estimated potential cost of which gross-up payment to the Company was calculated by Whitmore Hobson LLP to fall within the range of $4,200,000 to $6,800,000, depending on the timing and circumstances of any triggering transaction; and (iii) the inclusion of a "Board turnover trigger" in the contractual definition of "Change in Control," pursuant to which a change in a majority of the members of the Board within any twelve-month period (other than directors whose appointment or election was approved by a majority of the incumbent directors) would constitute a Change in Control for severance purposes, regardless of whether any change of ownership or control of the Company had occurred. Mr. Harding's counsel communicated in writing that each of these three demands was "non-negotiable" and constituted a "minimum requirement" for Mr. Harding's acceptance of the position.

(b) Restrictive Covenant Obligations. The Company's final proposal provided for: (i) an eighteen-month post-termination non-competition covenant, with geographic scope limited to North America and Western Europe, prohibiting Mr. Harding from providing services to, or holding an ownership interest exceeding one percent (1%) in, any Competing Business operating in the Company's core business segments; (ii) a six-month paid garden leave period at base salary rate, during which Mr. Harding would remain an employee of the Company but would be relieved of active duties; and (iii) a twenty-four-month post-termination non-solicitation covenant covering both employees and customers of the Company and its affiliates. Mr. Harding demanded: (i) a reduced non-competition period of twelve months, with geographic scope limited to a schedule of eight specifically named direct competitors (the "Named Competitor Schedule") rather than a broadly defined "Competing Business"; (ii) a twelve-month paid garden leave period at full compensation (defined to include base salary plus a pro-rata portion of target annual incentive), running concurrently with the non-competition period rather than as a separate preliminary period; and (iii) a reduced non-solicitation covenant of eighteen months, covering employees of the Company only (excluding customers and other commercial relationships). Mr. Harding's counsel similarly communicated in writing that these demands were "non-negotiable."

WHEREAS, on September 3, 2024, the Company, acting through Calderwood & Harkness, transmitted to Hargrove & Liddell a final compromise proposal (designated "Revised Term Sheet v5-Final"), which represented the Board's best and final offer and which was prepared following extensive deliberation by the Remuneration Committee and consultation with the Board's independent compensation consultant, Whitmore Hobson LLP, and the Company's proxy advisory consultant, Veltrano Proxy Advisors, Inc., and which made certain targeted concessions in the direction of Mr. Harding's demands while preserving the Company's core governance and compensation principles;

WHEREAS, on September 9, 2024, Hargrove & Liddell, acting on behalf of Mr. Harding, formally rejected the final compromise proposal (Revised Term Sheet v5-Final) by written correspondence addressed to Renata Vasquez at Calderwood & Harkness, reiterating that Mr. Harding's minimum requirements — including, without limitation, a 3.0 times change in control severance multiplier, a full Section 280G excise tax gross-up, the inclusion of the Board turnover trigger in the definition of Change in Control, and a twelve-month non-competition period limited to the Named Competitor Schedule — were non-negotiable, and expressing Mr. Harding's view that continued negotiations on the basis of the Company's final proposal would not be productive;

WHEREAS, the Remuneration Committee of the Board, chaired by Geoffrey Stanton, Lead Independent Director, with the following members: Dame Philippa Thornton-Hale (Chair of the Board), Lucinda Farrow (Non-Executive Director and Chair of the Nomination Committee), and Dr. Tomás Herrera (Non-Executive Director), considered in detail the advice and recommendations of: (i) Whitmore Hobson LLP, the Committee's independent compensation consultant, which advised that the compensation package demanded by Mr. Harding, and in particular the combination of a 3.0 times change in control multiplier with a full Section 280G excise tax gross-up, would place the Company in the upper decile of FTSE 100 CEO severance arrangements and at the outer boundary of S&P 500 market practice; (ii) Veltrano Proxy Advisors, Inc., the Company's proxy advisory consultant, which advised that the terms demanded by Mr. Harding would be likely to trigger a negative say-on-pay recommendation from Northgate Partners LLC ("ISS") and Northpoint Systems ("Tarrant Partners LLC"), and would expose the Company to significant shareholder dissent at its next annual general meeting; and (iii) Calderwood & Harkness, which advised on contractual risk, enforceability of restrictive covenants, and applicable regulatory considerations, and having considered such advice, the Remuneration Committee determined that Mr. Harding's demanded terms would be inconsistent with the Company's existing remuneration policy, the principles of the UK Corporate Governance Code 2024 (particularly Provisions 36, 39, and 40 thereof), and prevailing market practice for UK-listed companies with dual listings, particularly in light of the Company's 87.4% approval vote on the advisory resolution on executive remuneration at the Company's Annual General Meeting held on April 18, 2024, and the requirement under the Companies Act 2006 that the Company submit a binding directors' remuneration policy for shareholder approval at the 2025 Annual General Meeting;

WHEREAS, the Board convened a meeting by telephone conference on September 10, 2024, at 4:00 p.m. British Summer Time, with the following directors present and participating: Dame Philippa Thornton-Hale (Chair of the Board), Geoffrey Stanton (Lead Independent Director and Chair of the Remuneration Committee), Lucinda Farrow (Non-Executive Director and Chair of the Nomination Committee), and Dr. Tomás Herrera (Non-Executive Director), and with the following advisors in attendance by invitation of the Chair: Elaine Whitford (SVP & Group General Counsel) and Renata Vasquez (Calderwood & Harkness LLP), and during such meeting the Board received a comprehensive briefing from Ms. Vasquez on the current state of negotiations and the nature of the outstanding impasses, and received the recommendations of the Remuneration Committee and the Nomination Committee, and following thorough deliberation, the Board unanimously determined that further negotiation with Mr. Harding would not be productive, that the terms demanded by Mr. Harding were not in the best interests of the Company and its shareholders, and that it was advisable and in the best interests of the Company to terminate negotiations with Mr. Harding and to resume the search for an alternative candidate for the position of Chief Executive Officer.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Northgate Telecommunications PLC, acting by written resolution in accordance with the Company's Articles of Association, hereby adopts the following resolutions:

RESOLUTIONS

Resolution 1 — Authorization to Terminate Negotiations

RESOLVED, that the Board hereby authorizes and directs the Company's management, including without limitation the Group General Counsel and the Chair of the Board, and the Company's outside counsel, Calderwood & Harkness LLP, to formally terminate all negotiations with Marcus Elliot Harding regarding the proposed Executive Employment Agreement for the position of Chief Executive Officer of the Company, such termination to be effective immediately upon delivery of written notice as contemplated by Resolution 2 below. The Board hereby confirms and acknowledges that no definitive Executive Employment Agreement or other binding agreement has been executed by any authorized representative of the Company with Mr. Harding, and that no binding commitment, promise, or obligation — whether oral, written, or otherwise — has been made by the Company to Mr. Harding with respect to his employment, compensation, or any other matter arising from the negotiations, and that the Company has no liability or obligation to Mr. Harding arising from the conduct or termination of such negotiations.

Resolution 2 — Formal Notification to Candidate's Counsel

RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed, on behalf of the Company, to deliver formal written notice of the termination of negotiations to Hargrove & Liddell LLP, as counsel of record for Mr. Harding, within five (5) business days of the date of adoption of these resolutions. Such written notice shall:

(a) confirm the Board's decision to terminate all negotiations with Mr. Harding regarding the proposed Executive Employment Agreement;

(b) state clearly that no binding agreement or commitment has been made by the Company and that neither party has any obligation to the other arising from the negotiations;

(c) include a request for the prompt return or, at Mr. Harding's election, the certified destruction of all confidential materials, documents, data, presentations, financial information, strategic plans, and other proprietary information of the Company exchanged with or disclosed to Mr. Harding or his representatives during the course of the negotiation process;

(d) remind Mr. Harding and his counsel of any surviving confidentiality obligations, including without limitation those arising under the Mutual Non-Disclosure Agreement dated May 28, 2024 between the Company and Mr. Harding, and request written confirmation of Mr. Harding's compliance therewith; and

(e) express the Board's appreciation for Mr. Harding's time and engagement throughout the process, and convey the Board's respect for Mr. Harding's professional accomplishments.

Resolution 3 — Resumption of CEO Search

RESOLVED, that the Nomination Committee of the Board, chaired by Lucinda Farrow, is hereby authorized and directed to instruct Kensington Partners Ltd., through Antonia Blythe, Managing Director, CEO & Board Practice, to resume the Chief Executive Officer search process with immediate effect. The resumed search shall include, without limitation:

(a) the reconsideration of the two remaining previously shortlisted candidates presented to the Nomination Committee on May 22, 2024, subject to confirmation of their continued availability and interest;

(b) the identification and evaluation of additional candidates from the broader market, including both external candidates and qualified internal candidates;

(c) an updated assessment of candidate profiles in light of the Company's evolving strategic priorities, market conditions, and lessons learned from the Harding negotiation process; and

(d) the delivery of a revised shortlist to the Nomination Committee within sixty (60) days of Kensington Partners' receipt of instructions to resume the search.

FURTHER RESOLVED, that the third and final tranche of Kensington Partners' engagement fee (being one-third of the total fee of £1,200,000, or £400,000) shall be held in abeyance and shall not be paid until the successful completion of the placement of a new Chief Executive Officer, in accordance with the terms of the engagement letter dated March 1, 2024. The Nomination Committee is authorized to negotiate any reasonable amendments to the engagement letter as may be necessary to reflect the resumed scope of the search and any additional work required.

Resolution 4 — Interim CEO Arrangements

RESOLVED, that the Company's management, including the Chair of the Board and the Group General Counsel, is hereby authorized to engage in discussions with Sir Alistair Kemble regarding the possibility of extending his service as Chief Executive Officer beyond his announced retirement date of December 31, 2024, on an interim basis for a period not to exceed twelve (12) months, on terms to be negotiated and subject to further Board approval prior to the execution of any amendment to Sir Alistair Kemble's existing service agreement.

FURTHER RESOLVED, that in the alternative, or in addition to an extension of Sir Alistair Kemble's service, the Board authorizes management to consider and develop proposals for the appointment of an internal interim Chief Executive Officer, pending the completion of the resumed search process, with candidates for such interim appointment to include Jonathan Briggs, Chief Financial Officer, or such other qualified senior officer of the Company as may be identified by the Nomination Committee in consultation with the Chair of the Board. Any such interim appointment shall be subject to the prior approval of the Board, including the determination of appropriate terms of appointment, interim compensation adjustments, and governance arrangements, and shall be made in compliance with all applicable listing rules and regulatory requirements.

Resolution 5 — Public Disclosure

RESOLVED, that the Board has considered, upon the advice of Calderwood & Harkness LLP and the Group General Counsel, Elaine Whitford, whether the Company has any obligation to publicly disclose the termination of negotiations with Mr. Harding under any applicable legal or regulatory framework, including without limitation: (i) the rules and regulations of the United States Securities and Exchange Commission, including Regulation FD and the reporting obligations applicable to foreign private issuers; (ii) the listing rules and disclosure requirements of the New York Stock Exchange applicable to companies with American Depositary Receipts; (iii) the Disclosure Guidance and Transparency Rules and the Listing Rules of the Financial Conduct Authority ("FCA"); and (iv) the Market Abuse Regulation (UK MAR), as retained and applicable in the United Kingdom.

The Board has concluded, on the basis of such advice, that no public disclosure obligation presently exists with respect to the termination of negotiations with Mr. Harding, on the grounds that: (a) no definitive agreement was reached or executed; (b) no material commitment was made by the Company; (c) the identity of the candidate and the terms under negotiation have not been publicly disclosed; and (d) the termination of a preliminary negotiation that did not result in a binding commitment does not constitute inside information requiring disclosure under UK MAR or a material event requiring reporting under SEC regulations applicable to the Company.

PROVIDED, HOWEVER, that the Company shall continue to monitor its ongoing disclosure obligations under all applicable legal and regulatory frameworks, and that the Group General Counsel, in consultation with Calderwood & Harkness LLP, shall promptly advise the Board if circumstances change such that disclosure becomes necessary or advisable, in which case the Company shall make appropriate disclosure in the form and manner required by applicable law and regulation.

Resolution 6 — Confidentiality

RESOLVED, that all directors, officers, employees, and professional advisors of the Company who participated in, or had knowledge of, the negotiations with Mr. Harding, including without limitation the members of the Board, the Remuneration Committee, and the Nomination Committee, the Group General Counsel, and all personnel at Calderwood & Harkness LLP, Kensington Partners Ltd., Whitmore Hobson LLP, and Veltrano Proxy Advisors, Inc. who were involved in any aspect of the process, are hereby reminded of their continuing obligations of strict confidentiality with respect to:

(a) the terms of compensation and employment discussed, proposed, or considered during the course of the negotiations;

(b) the identity of Mr. Harding as a candidate for the position of Chief Executive Officer;

(d) the substance of all communications, meetings, and deliberations related to the negotiation process, including the reasons for the termination thereof; and

(e) all documents, term sheets, draft agreements, correspondence, memoranda, analyses, and other materials generated or exchanged during the course of the negotiations.

Management is directed to ensure compliance with all applicable confidentiality agreements, including without limitation the Mutual Non-Disclosure Agreement dated May 28, 2024, the confidentiality provisions of the engagement letters with Calderwood & Harkness LLP and Kensington Partners Ltd., and any other applicable contractual or regulatory obligations of confidentiality, and to take such steps as may be necessary to preserve the confidentiality of all information described herein.

Resolution 7 — Engagement Closing and Billing

RESOLVED, that the Company's management, including the Group General Counsel, is hereby authorized and directed to instruct Calderwood & Harkness LLP to close engagement 1022-00004 in an orderly manner, including the completion of any outstanding work necessary to effectuate the termination of negotiations as contemplated by these resolutions, and to process all final invoices in accordance with the terms of the engagement letter dated June 4, 2024. The retainer deposit of $75,000 (seventy-five thousand US dollars) previously paid by the Company shall be applied as a credit against the final invoice rendered by Calderwood & Harkness in connection with the engagement, with any balance due to be paid within thirty (30) days of receipt of such final invoice, or any overpayment to be refunded to the Company within thirty (30) days of the issuance of such final invoice, in each case in accordance with the terms of the engagement letter.

Resolution 8 — General Authorization

RESOLVED, that Dame Philippa Thornton-Hale, CBE (Chair of the Board), Geoffrey Stanton (Lead Independent Director and Chair of the Remuneration Committee), and Elaine Whitford (SVP & Group General Counsel and Company Secretary), and each of them individually (each, an "Authorized Person"), are hereby authorized and empowered, in the name and on behalf of the Company, to take any and all actions, to execute and deliver any and all agreements, instruments, certificates, notices, consents, and other documents, and to incur any and all costs and expenses, as any such Authorized Person may deem necessary, appropriate, or advisable to carry out the purposes and intent of, and to give full force and effect to, the foregoing resolutions, the taking of any such action, and the execution and delivery of any such document, to be conclusive evidence of such Authorized Person's determination that such action or document is necessary, appropriate, or advisable.

Resolution 9 — Ratification

RESOLVED, that all actions heretofore taken by any director, officer, employee, agent, or authorized representative of the Company, or by any professional advisor acting on the Company's behalf, in connection with the negotiation of the proposed Executive Employment Agreement with Marcus Elliot Harding, the evaluation and consideration of Mr. Harding's candidacy, the engagement of Calderwood & Harkness LLP, the engagement of Kensington Partners Ltd., the consultation with Whitmore Hobson LLP and Veltrano Proxy Advisors, Inc., and the determination to terminate negotiations with Mr. Harding, and all actions incidental or related thereto, are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts and deeds of the Company, as fully and with the same force and effect as if each such action had been specifically authorized and directed by the Board in advance of its being taken.

ADOPTION AND EXECUTION

The foregoing resolutions were adopted by written resolution of the Board of Directors of Northgate Telecommunications PLC on September 12, 2024, in accordance with the Company's Articles of Association, with all eligible directors consenting thereto as evidenced by their signatures below.

Note: Sir Alistair Kemble, in his capacity as Chief Executive Officer and an interested party with respect to the interim transition arrangements described in Resolution 4 above, participated in the Board's telephone meeting held on September 10, 2024 for informational purposes, but recused himself from the deliberations and voting on these resolutions, and accordingly did not participate in the adoption of these resolutions by written consent.

IN WITNESS WHEREOF, the undersigned directors of Northgate Telecommunications PLC have executed this written resolution as of the date first written above.

________________________________________

Dame Philippa Thornton-Hale, CBE Chair of the Board

Date: ________

________________________________________

Geoffrey Stanton Lead Independent Director; Chair, Remuneration Committee

Date: ________

________________________________________

Lucinda Farrow Non-Executive Director; Chair, Nomination Committee

Date: ________

________________________________________

Dr. Tomás Herrera Non-Executive Director

Date: ________

ATTESTATION OF THE COMPANY SECRETARY

I, Elaine Whitford, SVP & Group General Counsel, acting in my capacity as Company Secretary of Northgate Telecommunications PLC, hereby certify and attest that:

(a) the foregoing resolutions were duly adopted by written resolution of the Board of Directors of Northgate Telecommunications PLC on September 12, 2024, in accordance with the Company's Articles of Association and applicable law;

(b) the resolutions were consented to by all four eligible non-executive directors of the Board, constituting all of the directors entitled to vote thereon, Sir Alistair Kemble having recused himself as described above;

(c) the resolutions are in full force and effect and have not been amended, modified, or rescinded as of the date of this attestation; and

(d) a copy of these resolutions, together with the exhibits referenced herein, has been filed in the minute book of the Company maintained at its registered office.

________________________________________

Elaine Whitford SVP & Group General Counsel; Company Secretary Northgate Telecommunications PLC

Date: ________

EXHIBITS

The following documents are attached hereto and incorporated by reference into the records of the Board in connection with these resolutions:

Exhibit A — Revised Term Sheet v5-Final, dated September 3, 2024, prepared by Calderwood & Harkness LLP on behalf of the Company and transmitted to Hargrove & Liddell LLP, representing the Board's final compromise proposal to Marcus Elliot Harding.

Exhibit B — Letter from Hargrove & Liddell LLP (Victoria Hargrove, Partner), addressed to Calderwood & Harkness LLP (Renata Vasquez, Partner), dated September 9, 2024, formally rejecting the Company's final compromise proposal (Revised Term Sheet v5-Final) on behalf of Marcus Elliot Harding and reiterating Mr. Harding's non-negotiable minimum requirements.

CONFIDENTIAL — This document constitutes the official written resolution of the Board of Directors of Northgate Telecommunications PLC and is not intended for public distribution. This document and the exhibits attached hereto contain confidential and commercially sensitive information. Unauthorized disclosure, reproduction, or distribution is strictly prohibited. All persons having access to this document are subject to applicable confidentiality obligations as set forth herein and in the relevant confidentiality agreements referenced in these resolutions.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF NORTHGATE TELECOMMUNICATIONS PLC
Adopted by Written Resolution on September 12, 2024
NORTHGATE TELECOMMUNICATIONS PLC A public limited company incorporated in England and Wales Company Registered Number: 07381264 Registered Office: 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom
Listed on the London Stock Exchange (LON: NTP) and the New York Stock Exchange (American Depositary Receipts) (NYSE: NTPC)
RECITALS
WHEREAS, Sir Alistair Kemble, Chief Executive Officer of Northgate Telecommunications PLC (the "Company"), publicly announced his intention to retire from the position of Chief Executive Officer effective December 31, 2024, such announcement having been made on May 15, 2024 by means of a Regulatory News Service announcement issued through the London Stock Exchange, a corresponding Form 6-K filed with the United States Securities and Exchange Commission (the "SEC"), and a press release distributed through customary wire services;
WHEREAS, the Nomination Committee of the Board of Directors of the Company (the "Board"), chaired by Lucinda Farrow, Non-Executive Director, engaged Kensington Partners Ltd., an executive search firm with offices at 33 St James's Square, London SW1Y 4JS, United Kingdom ("Kensington Partners"), pursuant to a formal engagement letter dated and effective March 1, 2024, to conduct a comprehensive global search for a successor Chief Executive Officer, at a total engagement fee of £1,200,000 (one million two hundred thousand pounds sterling), payable in three equal tranches of £400,000 each, the first tranche having been paid upon execution of the engagement letter, the second tranche having been paid upon delivery of the final candidate shortlist, and the third tranche remaining payable upon the successful completion of the placement;
WHEREAS, Kensington Partners, through its Managing Director, Antonia Blythe, CEO & Board Practice, presented a final shortlist of three qualified candidates to the Nomination Committee on May 22, 2024, following an extensive evaluation process involving over seventy prospective candidates sourced from the global telecommunications, technology, and digital infrastructure sectors;
WHEREAS, on May 28, 2024, the Nomination Committee, having conducted thorough interviews with each of the three shortlisted candidates and having evaluated their respective qualifications, experience, leadership capabilities, and strategic vision for the Company, recommended to the Board, and the Board unanimously concurred, that Marcus Elliot Harding (date of birth: April 14, 1971), currently serving as President and Chief Operating Officer of Marlowe Asset Management Digital Holdings, Inc., a Delaware corporation listed on the New York Stock Exchange (NYSE: VDHI) ("Marlowe Asset Management Digital"), be designated as the preferred candidate for the position of Chief Executive Officer of the Company;
WHEREAS, on May 30, 2024, Dame Philippa Thornton-Hale, CBE, Chair of the Board, extended an informal verbal offer to Mr. Harding during a private meeting held in London, and Mr. Harding expressed strong interest in the position, subject to the negotiation and agreement of definitive terms of employment, including compensation, benefits, severance protections, and restrictive covenant obligations, to be memorialised in a formal Executive Employment Agreement;
WHEREAS, for the purpose of negotiating and drafting a definitive Executive Employment Agreement with Mr. Harding, the Company engaged Calderwood & Harkness LLP, with principal offices at 299 Park Avenue, 42nd Floor, New York, NY 10171, United States ("Calderwood & Harkness"), as outside legal counsel, pursuant to an engagement letter dated June 4, 2024 (engagement reference number 1022-00004), with Renata Vasquez, Partner, Executive Compensation and Employment Practice, serving as the responsible partner on the engagement, and with hourly rates and billing terms as set forth in said engagement letter, including a retainer deposit of $75,000 paid by the Company upon execution thereof;
WHEREAS, Mr. Harding retained Hargrove & Liddell LLP, with offices at 51 Madison Avenue, 30th Floor, New York, NY 10010, United States ("Hargrove & Liddell"), as his personal legal counsel for purposes of the employment negotiations, with Victoria Hargrove, Founding Partner, serving as the lead partner representing Mr. Harding's interests;
WHEREAS, negotiations between Calderwood & Harkness (on behalf of the Company) and Hargrove & Liddell (on behalf of Mr. Harding) commenced on June 10, 2024, with the circulation by Calderwood & Harkness of an initial term sheet setting forth the Company's proposed principal terms of employment (the "Initial Term Sheet"), and the negotiation process proceeded through the following stages:
(a) five successive rounds of term-sheet negotiation, with revised term sheets exchanged on June 24, 2024 (v2), July 1, 2024 (v3), July 8, 2024 (v3-Revised), July 12, 2024 (v4), and July 19, 2024 (v4-Revised);
(b) the circulation by Calderwood & Harkness of a first full draft of the proposed Executive Employment Agreement (the "First Draft") on July 22, 2024, comprising approximately eighty-five pages inclusive of exhibits and schedules;
(c) the delivery by Hargrove & Liddell of a comprehensive redline to the First Draft on August 5, 2024, reflecting approximately two hundred and forty-seven mark-ups, additions, and revisions;
(d) the circulation by Calderwood & Harkness of a revised second draft of the Executive Employment Agreement (the "Second Draft") on August 12, 2024, incorporating those of Mr. Harding's proposed revisions that were acceptable to the Company and reflecting the Company's counter-positions on contested terms;
(e) the delivery by Hargrove & Liddell of a further redline to the Second Draft on August 19, 2024, narrowing but not resolving the remaining disputed provisions; and
(f) an in-person principals meeting held on August 26, 2024, at the Company's US Operations headquarters, located at 600 Lexington Avenue, 38th Floor, New York, NY 10022, attended by Dame Philippa Thornton-Hale, Geoffrey Stanton, Elaine Whitford (SVP & Group General Counsel), and Renata Vasquez on behalf of the Company, and by Mr. Harding and Victoria Hargrove on behalf of Mr. Harding, during which meeting the parties engaged in direct discussion of the remaining open terms but were unable to resolve the outstanding impasses;
WHEREAS, the proposed compensation package for Mr. Harding, as reflected in the Company's final proposal, comprised the following elements:
(a) Base Salary: $1,750,000 (one million seven hundred fifty thousand US dollars) per annum, subject to annual review by the Remuneration Committee;
(b) Target Annual Incentive: 175% of base salary, equalling $3,062,500 (three million sixty-two thousand five hundred US dollars) at target performance, with a maximum payout opportunity of 300% of base salary, equalling $5,250,000 (five million two hundred fifty thousand US dollars) at maximum performance;
(c) Sign-On Cash Bonus: $5,000,000 (five million US dollars), payable in a single lump sum within thirty days of the commencement date, subject to a two-year repayment obligation in the event of voluntary termination without Good Reason;
(d) Sign-On Equity Awards: aggregate grant-date value of $18,400,000 (eighteen million four hundred thousand US dollars), comprising (i) restricted stock units ("RSUs") valued at $12,000,000, vesting ratably over four years on each anniversary of the commencement date, and (ii) performance share units ("PSUs") valued at $6,400,000, vesting over a three-year performance period based on the achievement of relative total shareholder return and adjusted EBITDA growth metrics;
(e) Annual Long-Term Incentive Awards: target annual grant-date value of $9,000,000 (nine million US dollars), to be granted in a mix of RSUs and PSUs in accordance with the Company's standard long-term incentive programme; and
(f) Total Target Annual Compensation: $13,812,500 (thirteen million eight hundred twelve thousand five hundred US dollars), comprising the sum of base salary, target annual incentive, and target annual long-term incentive awards;
WHEREAS, despite the extensive and good-faith negotiations described above, the parties were unable to reach agreement on two material categories of terms, each of which Mr. Harding, through Hargrove & Liddell, designated as "non-negotiable," creating irreconcilable impasses as follows:
(a) Change in Control Severance Provisions. The Company's final proposal provided for: (i) a change in control severance multiplier of 2.5 times the sum of base salary and target annual incentive bonus (2.5 × $4,812,500 = $12,031,250); (ii) a "double-trigger" mechanism, requiring both the occurrence of a Change in Control and a qualifying termination of employment (involuntary termination without Cause or resignation for Good Reason) within the twenty-four-month period following such Change in Control as a condition to payment; and (iii) a "best-net" cutback provision under Section 280G of the United States Internal Revenue Code of 1986, as amended (the "Code"), pursuant to which any "excess parachute payments" (as defined in Section 280G of the Code) would be reduced to the extent that such reduction would produce a greater after-tax benefit to Mr. Harding than payment of the full amount, in lieu of any excise tax gross-up. Mr. Harding demanded: (i) an increased multiplier of 3.0 times the sum of base salary and target annual incentive bonus (3.0 × $4,812,500 = $14,437,500); (ii) a full Section 280G excise tax gross-up, pursuant to which the Company would be obligated to make an additional payment to Mr. Harding sufficient to place him in the same after-tax position as if no excise tax under Section 4999 of the Code had been imposed, the estimated potential cost of which gross-up payment to the Company was calculated by Whitmore Hobson LLP to fall within the range of $4,200,000 to $6,800,000, depending on the timing and circumstances of any triggering transaction; and (iii) the inclusion of a "Board turnover trigger" in the contractual definition of "Change in Control," pursuant to which a change in a majority of the members of the Board within any twelve-month period (other than directors whose appointment or election was approved by a majority of the incumbent directors) would constitute a Change in Control for severance purposes, regardless of whether any change of ownership or control of the Company had occurred. Mr. Harding's counsel communicated in writing that each of these three demands was "non-negotiable" and constituted a "minimum requirement" for Mr. Harding's acceptance of the position.
(b) Restrictive Covenant Obligations. The Company's final proposal provided for: (i) an eighteen-month post-termination non-competition covenant, with geographic scope limited to North America and Western Europe, prohibiting Mr. Harding from providing services to, or holding an ownership interest exceeding one percent (1%) in, any Competing Business operating in the Company's core business segments; (ii) a six-month paid garden leave period at base salary rate, during which Mr. Harding would remain an employee of the Company but would be relieved of active duties; and (iii) a twenty-four-month post-termination non-solicitation covenant covering both employees and customers of the Company and its affiliates. Mr. Harding demanded: (i) a reduced non-competition period of twelve months, with geographic scope limited to a schedule of eight specifically named direct competitors (the "Named Competitor Schedule") rather than a broadly defined "Competing Business"; (ii) a twelve-month paid garden leave period at full compensation (defined to include base salary plus a pro-rata portion of target annual incentive), running concurrently with the non-competition period rather than as a separate preliminary period; and (iii) a reduced non-solicitation covenant of eighteen months, covering employees of the Company only (excluding customers and other commercial relationships). Mr. Harding's counsel similarly communicated in writing that these demands were "non-negotiable."
WHEREAS, on September 3, 2024, the Company, acting through Calderwood & Harkness, transmitted to Hargrove & Liddell a final compromise proposal (designated "Revised Term Sheet v5-Final"), which represented the Board's best and final offer and which was prepared following extensive deliberation by the Remuneration Committee and consultation with the Board's independent compensation consultant, Whitmore Hobson LLP, and the Company's proxy advisory consultant, Veltrano Proxy Advisors, Inc., and which made certain targeted concessions in the direction of Mr. Harding's demands while preserving the Company's core governance and compensation principles;
WHEREAS, on September 9, 2024, Hargrove & Liddell, acting on behalf of Mr. Harding, formally rejected the final compromise proposal (Revised Term Sheet v5-Final) by written correspondence addressed to Renata Vasquez at Calderwood & Harkness, reiterating that Mr. Harding's minimum requirements — including, without limitation, a 3.0 times change in control severance multiplier, a full Section 280G excise tax gross-up, the inclusion of the Board turnover trigger in the definition of Change in Control, and a twelve-month non-competition period limited to the Named Competitor Schedule — were non-negotiable, and expressing Mr. Harding's view that continued negotiations on the basis of the Company's final proposal would not be productive;
WHEREAS, the Remuneration Committee of the Board, chaired by Geoffrey Stanton, Lead Independent Director, with the following members: Dame Philippa Thornton-Hale (Chair of the Board), Lucinda Farrow (Non-Executive Director and Chair of the Nomination Committee), and Dr. Tomás Herrera (Non-Executive Director), considered in detail the advice and recommendations of: (i) Whitmore Hobson LLP, the Committee's independent compensation consultant, which advised that the compensation package demanded by Mr. Harding, and in particular the combination of a 3.0 times change in control multiplier with a full Section 280G excise tax gross-up, would place the Company in the upper decile of FTSE 100 CEO severance arrangements and at the outer boundary of S&P 500 market practice; (ii) Veltrano Proxy Advisors, Inc., the Company's proxy advisory consultant, which advised that the terms demanded by Mr. Harding would be likely to trigger a negative say-on-pay recommendation from Northgate Partners LLC ("ISS") and Northpoint Systems ("Tarrant Partners LLC"), and would expose the Company to significant shareholder dissent at its next annual general meeting; and (iii) Calderwood & Harkness, which advised on contractual risk, enforceability of restrictive covenants, and applicable regulatory considerations, and having considered such advice, the Remuneration Committee determined that Mr. Harding's demanded terms would be inconsistent with the Company's existing remuneration policy, the principles of the UK Corporate Governance Code 2024 (particularly Provisions 36, 39, and 40 thereof), and prevailing market practice for UK-listed companies with dual listings, particularly in light of the Company's 87.4% approval vote on the advisory resolution on executive remuneration at the Company's Annual General Meeting held on April 18, 2024, and the requirement under the Companies Act 2006 that the Company submit a binding directors' remuneration policy for shareholder approval at the 2025 Annual General Meeting;
WHEREAS, the Board convened a meeting by telephone conference on September 10, 2024, at 4:00 p.m. British Summer Time, with the following directors present and participating: Dame Philippa Thornton-Hale (Chair of the Board), Geoffrey Stanton (Lead Independent Director and Chair of the Remuneration Committee), Lucinda Farrow (Non-Executive Director and Chair of the Nomination Committee), and Dr. Tomás Herrera (Non-Executive Director), and with the following advisors in attendance by invitation of the Chair: Elaine Whitford (SVP & Group General Counsel) and Renata Vasquez (Calderwood & Harkness LLP), and during such meeting the Board received a comprehensive briefing from Ms. Vasquez on the current state of negotiations and the nature of the outstanding impasses, and received the recommendations of the Remuneration Committee and the Nomination Committee, and following thorough deliberation, the Board unanimously determined that further negotiation with Mr. Harding would not be productive, that the terms demanded by Mr. Harding were not in the best interests of the Company and its shareholders, and that it was advisable and in the best interests of the Company to terminate negotiations with Mr. Harding and to resume the search for an alternative candidate for the position of Chief Executive Officer.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Northgate Telecommunications PLC, acting by written resolution in accordance with the Company's Articles of Association, hereby adopts the following resolutions:
RESOLUTIONS
Resolution 1 — Authorization to Terminate Negotiations
RESOLVED, that the Board hereby authorizes and directs the Company's management, including without limitation the Group General Counsel and the Chair of the Board, and the Company's outside counsel, Calderwood & Harkness LLP, to formally terminate all negotiations with Marcus Elliot Harding regarding the proposed Executive Employment Agreement for the position of Chief Executive Officer of the Company, such termination to be effective immediately upon delivery of written notice as contemplated by Resolution 2 below. The Board hereby confirms and acknowledges that no definitive Executive Employment Agreement or other binding agreement has been executed by any authorized representative of the Company with Mr. Harding, and that no binding commitment, promise, or obligation — whether oral, written, or otherwise — has been made by the Company to Mr. Harding with respect to his employment, compensation, or any other matter arising from the negotiations, and that the Company has no liability or obligation to Mr. Harding arising from the conduct or termination of such negotiations.
Resolution 2 — Formal Notification to Candidate's Counsel
RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed, on behalf of the Company, to deliver formal written notice of the termination of negotiations to Hargrove & Liddell LLP, as counsel of record for Mr. Harding, within five (5) business days of the date of adoption of these resolutions. Such written notice shall:
(a) confirm the Board's decision to terminate all negotiations with Mr. Harding regarding the proposed Executive Employment Agreement;
(b) state clearly that no binding agreement or commitment has been made by the Company and that neither party has any obligation to the other arising from the negotiations;
(c) include a request for the prompt return or, at Mr. Harding's election, the certified destruction of all confidential materials, documents, data, presentations, financial information, strategic plans, and other proprietary information of the Company exchanged with or disclosed to Mr. Harding or his representatives during the course of the negotiation process;
(d) remind Mr. Harding and his counsel of any surviving confidentiality obligations, including without limitation those arising under the Mutual Non-Disclosure Agreement dated May 28, 2024 between the Company and Mr. Harding, and request written confirmation of Mr. Harding's compliance therewith; and
(e) express the Board's appreciation for Mr. Harding's time and engagement throughout the process, and convey the Board's respect for Mr. Harding's professional accomplishments.
Resolution 3 — Resumption of CEO Search
RESOLVED, that the Nomination Committee of the Board, chaired by Lucinda Farrow, is hereby authorized and directed to instruct Kensington Partners Ltd., through Antonia Blythe, Managing Director, CEO & Board Practice, to resume the Chief Executive Officer search process with immediate effect. The resumed search shall include, without limitation:
(a) the reconsideration of the two remaining previously shortlisted candidates presented to the Nomination Committee on May 22, 2024, subject to confirmation of their continued availability and interest;
(b) the identification and evaluation of additional candidates from the broader market, including both external candidates and qualified internal candidates;
(c) an updated assessment of candidate profiles in light of the Company's evolving strategic priorities, market conditions, and lessons learned from the Harding negotiation process; and
(d) the delivery of a revised shortlist to the Nomination Committee within sixty (60) days of Kensington Partners' receipt of instructions to resume the search.
FURTHER RESOLVED, that the third and final tranche of Kensington Partners' engagement fee (being one-third of the total fee of £1,200,000, or £400,000) shall be held in abeyance and shall not be paid until the successful completion of the placement of a new Chief Executive Officer, in accordance with the terms of the engagement letter dated March 1, 2024. The Nomination Committee is authorized to negotiate any reasonable amendments to the engagement letter as may be necessary to reflect the resumed scope of the search and any additional work required.
Resolution 4 — Interim CEO Arrangements
RESOLVED, that the Company's management, including the Chair of the Board and the Group General Counsel, is hereby authorized to engage in discussions with Sir Alistair Kemble regarding the possibility of extending his service as Chief Executive Officer beyond his announced retirement date of December 31, 2024, on an interim basis for a period not to exceed twelve (12) months, on terms to be negotiated and subject to further Board approval prior to the execution of any amendment to Sir Alistair Kemble's existing service agreement.
FURTHER RESOLVED, that in the alternative, or in addition to an extension of Sir Alistair Kemble's service, the Board authorizes management to consider and develop proposals for the appointment of an internal interim Chief Executive Officer, pending the completion of the resumed search process, with candidates for such interim appointment to include Jonathan Briggs, Chief Financial Officer, or such other qualified senior officer of the Company as may be identified by the Nomination Committee in consultation with the Chair of the Board. Any such interim appointment shall be subject to the prior approval of the Board, including the determination of appropriate terms of appointment, interim compensation adjustments, and governance arrangements, and shall be made in compliance with all applicable listing rules and regulatory requirements.
Resolution 5 — Public Disclosure
RESOLVED, that the Board has considered, upon the advice of Calderwood & Harkness LLP and the Group General Counsel, Elaine Whitford, whether the Company has any obligation to publicly disclose the termination of negotiations with Mr. Harding under any applicable legal or regulatory framework, including without limitation: (i) the rules and regulations of the United States Securities and Exchange Commission, including Regulation FD and the reporting obligations applicable to foreign private issuers; (ii) the listing rules and disclosure requirements of the New York Stock Exchange applicable to companies with American Depositary Receipts; (iii) the Disclosure Guidance and Transparency Rules and the Listing Rules of the Financial Conduct Authority ("FCA"); and (iv) the Market Abuse Regulation (UK MAR), as retained and applicable in the United Kingdom.
The Board has concluded, on the basis of such advice, that no public disclosure obligation presently exists with respect to the termination of negotiations with Mr. Harding, on the grounds that: (a) no definitive agreement was reached or executed; (b) no material commitment was made by the Company; (c) the identity of the candidate and the terms under negotiation have not been publicly disclosed; and (d) the termination of a preliminary negotiation that did not result in a binding commitment does not constitute inside information requiring disclosure under UK MAR or a material event requiring reporting under SEC regulations applicable to the Company.
PROVIDED, HOWEVER, that the Company shall continue to monitor its ongoing disclosure obligations under all applicable legal and regulatory frameworks, and that the Group General Counsel, in consultation with Calderwood & Harkness LLP, shall promptly advise the Board if circumstances change such that disclosure becomes necessary or advisable, in which case the Company shall make appropriate disclosure in the form and manner required by applicable law and regulation.
Resolution 6 — Confidentiality
RESOLVED, that all directors, officers, employees, and professional advisors of the Company who participated in, or had knowledge of, the negotiations with Mr. Harding, including without limitation the members of the Board, the Remuneration Committee, and the Nomination Committee, the Group General Counsel, and all personnel at Calderwood & Harkness LLP, Kensington Partners Ltd., Whitmore Hobson LLP, and Veltrano Proxy Advisors, Inc. who were involved in any aspect of the process, are hereby reminded of their continuing obligations of strict confidentiality with respect to:
(a) the terms of compensation and employment discussed, proposed, or considered during the course of the negotiations;
(b) the identity of Mr. Harding as a candidate for the position of Chief Executive Officer;
(c) the identity of the other candidates on the shortlist presented by Kensington Partners;
(d) the substance of all communications, meetings, and deliberations related to the negotiation process, including the reasons for the termination thereof; and
(e) all documents, term sheets, draft agreements, correspondence, memoranda, analyses, and other materials generated or exchanged during the course of the negotiations.
Management is directed to ensure compliance with all applicable confidentiality agreements, including without limitation the Mutual Non-Disclosure Agreement dated May 28, 2024, the confidentiality provisions of the engagement letters with Calderwood & Harkness LLP and Kensington Partners Ltd., and any other applicable contractual or regulatory obligations of confidentiality, and to take such steps as may be necessary to preserve the confidentiality of all information described herein.
Resolution 7 — Engagement Closing and Billing
RESOLVED, that the Company's management, including the Group General Counsel, is hereby authorized and directed to instruct Calderwood & Harkness LLP to close engagement 1022-00004 in an orderly manner, including the completion of any outstanding work necessary to effectuate the termination of negotiations as contemplated by these resolutions, and to process all final invoices in accordance with the terms of the engagement letter dated June 4, 2024. The retainer deposit of $75,000 (seventy-five thousand US dollars) previously paid by the Company shall be applied as a credit against the final invoice rendered by Calderwood & Harkness in connection with the engagement, with any balance due to be paid within thirty (30) days of receipt of such final invoice, or any overpayment to be refunded to the Company within thirty (30) days of the issuance of such final invoice, in each case in accordance with the terms of the engagement letter.
Resolution 8 — General Authorization
RESOLVED, that Dame Philippa Thornton-Hale, CBE (Chair of the Board), Geoffrey Stanton (Lead Independent Director and Chair of the Remuneration Committee), and Elaine Whitford (SVP & Group General Counsel and Company Secretary), and each of them individually (each, an "Authorized Person"), are hereby authorized and empowered, in the name and on behalf of the Company, to take any and all actions, to execute and deliver any and all agreements, instruments, certificates, notices, consents, and other documents, and to incur any and all costs and expenses, as any such Authorized Person may deem necessary, appropriate, or advisable to carry out the purposes and intent of, and to give full force and effect to, the foregoing resolutions, the taking of any such action, and the execution and delivery of any such document, to be conclusive evidence of such Authorized Person's determination that such action or document is necessary, appropriate, or advisable.
Resolution 9 — Ratification
RESOLVED, that all actions heretofore taken by any director, officer, employee, agent, or authorized representative of the Company, or by any professional advisor acting on the Company's behalf, in connection with the negotiation of the proposed Executive Employment Agreement with Marcus Elliot Harding, the evaluation and consideration of Mr. Harding's candidacy, the engagement of Calderwood & Harkness LLP, the engagement of Kensington Partners Ltd., the consultation with Whitmore Hobson LLP and Veltrano Proxy Advisors, Inc., and the determination to terminate negotiations with Mr. Harding, and all actions incidental or related thereto, are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts and deeds of the Company, as fully and with the same force and effect as if each such action had been specifically authorized and directed by the Board in advance of its being taken.
ADOPTION AND EXECUTION
The foregoing resolutions were adopted by written resolution of the Board of Directors of Northgate Telecommunications PLC on September 12, 2024, in accordance with the Company's Articles of Association, with all eligible directors consenting thereto as evidenced by their signatures below.
Note: Sir Alistair Kemble, in his capacity as Chief Executive Officer and an interested party with respect to the interim transition arrangements described in Resolution 4 above, participated in the Board's telephone meeting held on September 10, 2024 for informational purposes, but recused himself from the deliberations and voting on these resolutions, and accordingly did not participate in the adoption of these resolutions by written consent.
IN WITNESS WHEREOF, the undersigned directors of Northgate Telecommunications PLC have executed this written resolution as of the date first written above.
________________________________________
Dame Philippa Thornton-Hale, CBE Chair of the Board
Date: ________
________________________________________
Geoffrey Stanton Lead Independent Director; Chair, Remuneration Committee
Date: ________
________________________________________
Lucinda Farrow Non-Executive Director; Chair, Nomination Committee
Date: ________
________________________________________
Dr. Tomás Herrera Non-Executive Director
Date: ________
ATTESTATION OF THE COMPANY SECRETARY
I, Elaine Whitford, SVP & Group General Counsel, acting in my capacity as Company Secretary of Northgate Telecommunications PLC, hereby certify and attest that:
(a) the foregoing resolutions were duly adopted by written resolution of the Board of Directors of Northgate Telecommunications PLC on September 12, 2024, in accordance with the Company's Articles of Association and applicable law;
(b) the resolutions were consented to by all four eligible non-executive directors of the Board, constituting all of the directors entitled to vote thereon, Sir Alistair Kemble having recused himself as described above;
(c) the resolutions are in full force and effect and have not been amended, modified, or rescinded as of the date of this attestation; and
(d) a copy of these resolutions, together with the exhibits referenced herein, has been filed in the minute book of the Company maintained at its registered office.
________________________________________
Elaine Whitford SVP & Group General Counsel; Company Secretary Northgate Telecommunications PLC
Date: ________
EXHIBITS
The following documents are attached hereto and incorporated by reference into the records of the Board in connection with these resolutions:
Exhibit A — Revised Term Sheet v5-Final, dated September 3, 2024, prepared by Calderwood & Harkness LLP on behalf of the Company and transmitted to Hargrove & Liddell LLP, representing the Board's final compromise proposal to Marcus Elliot Harding.
Exhibit B — Letter from Hargrove & Liddell LLP (Victoria Hargrove, Partner), addressed to Calderwood & Harkness LLP (Renata Vasquez, Partner), dated September 9, 2024, formally rejecting the Company's final compromise proposal (Revised Term Sheet v5-Final) on behalf of Marcus Elliot Harding and reiterating Mr. Harding's non-negotiable minimum requirements.
CONFIDENTIAL — This document constitutes the official written resolution of the Board of Directors of Northgate Telecommunications PLC and is not intended for public distribution. This document and the exhibits attached hereto contain confidential and commercially sensitive information. Unauthorized disclosure, reproduction, or distribution is strictly prohibited. All persons having access to this document are subject to applicable confidentiality obligations as set forth herein and in the relevant confidentiality agreements referenced in these resolutions.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF NORTHGATE TELECOMMUNICATIONS PLC

RECITALS

RESOLUTIONS

ADOPTION AND EXECUTION

ATTESTATION OF THE COMPANY SECRETARY

EXHIBITS

Record

Parties

Dates

Amounts