On February 15, 2016, Liberty Global Europe Holding B.V., a
corporation organized under the laws of the Netherlands and a
wholly-owned subsidiary of Liberty Global plc (Liberty Global),
and Vodafone International Holdings B.V., a corporation organized
under the laws of the Netherlands and a wholly-owned subsidiary
of Vodafone Group plc (Vodafone), agreed to form a 50:50 joint
venture, to a Contribution and Transfer Agreement (the
Contribution Agreement). The joint venture combines Liberty
Globals broadband communications business in the Netherlands,
Ziggo Group Holding B.V. (“Ziggo Group Holding”) and its
subsidiaries, including Liberty Global Netherlands Content B.V.
(“Ziggo Sport”), with Vodafones mobile businesses in the
Netherlands, creating a national unified communications provider
in the Netherlands with complementary strengths across video,
broadband, mobile and B2B services.

The Contribution Agreement was originally filed on Form 8-K with
the SEC on February 18, 2016. In connection with the closing of
the joint venture transaction on December 31, 2016, Liberty
Global and Vodafone amended and restated the Contribution
Agreement (the Amended and Restated Contribution Agreement) to
memorialize certain technical amendments to the Contribution
Agreement, including amendments to the calculation of the
completion accounts to reflect, among other things, the
disposition of the Vodafone Netherlands’ consumer fixed-line
business.

In addition, on December 31, 2016, Liberty Global and Vodafone
entered into a shareholders agreement (the Shareholders
Agreement) in respect of the joint venture company, with
VodafoneZiggo Group Holding B.V. (“the Dutch JV”). Each of
Liberty Global and Vodafone (each a Shareholder) holds 50% of the
issued share capital of the Dutch JV.

The Shareholders Agreement contains customary provisions for the
governance of a 50:50 joint venture, including regarding decision
making, access to information, dividend policy, restrictions on
transfer of interests in the Dutch JV and exit arrangements, and
covenants restricting the Shareholders from competing with the
Dutch JV.

The supervisory board of the Dutch JV is comprised of up to eight
members, with three appointed by each of Liberty Global and
Vodafone and up to two appointed upon the nomination of the works
councils of the contributed businesses in accordance with Dutch
law. The chairman of the supervisory board will rotate on an
annual basis between a member appointed by each respective
Shareholder group.

Except for Reserved Matters (described below), matters put before
the supervisory board require the approval of two-thirds of the
directors present and by at least two directors appointed by each
Shareholder. Certain decisions, referred to as Reserved Matters,
require the approval of both Shareholders, either directly or
through their designees to the supervisory board, including:

changes in the constituent documents, capital, executive management
or branding of the Dutch JV;

passing a resolution to effect a merger or demerger of the Dutch
JV;

approval of the business plan of the Dutch JV;

certain related-party transactions; and

certain other material business, investing and financing decisions
of the Dutch JV.

If the Shareholders fail to agree on any Reserved Matter at two
consecutive supervisory board meetings, the matter must be
escalated to a process for ultimate resolution between the CEO of
Liberty Global and the CEO of Vodafone. If the deadlock is not
resolved, the disputed proposal shall not proceed and may not be
proposed again until at least six months after the deadlock
resolution process has expired.

The Shareholders agreed to a dividend policy requiring the Dutch
JV to distribute all unrestricted cash on its balance sheet every
two months, subject to maintaining a minimum amount of cash and
complying with the terms of its financing arrangements. The
Shareholders Agreement provides that the Dutch JV will be managed
with a leverage ratio of between 4.5 and 5 times EBITDA (as
calculated to its existing financing arrangements) with the Dutch
JV undertaking periodic recapitalizations and/or refinancings
accordingly.

Each Shareholder has the right to initiate an initial public
offering (IPO) of the Dutch JV after the third anniversary of the
closing, with the opportunity for the other Shareholder to sell
shares in the IPO on a pro rata basis. Subject to certain
exceptions, the Shareholders Agreement prohibits transfers of
interests in the Dutch JV to third parties until the fourth
anniversary of the closing. After the fourth anniversary, each
Shareholder will be able to initiate a sale of all of its
interest in the Dutch JV to a third party and, under certain
circumstances, initiate a sale of the entire Dutch JV; subject,
in each case, to a right of first offer in favor of the other
Shareholder. In the event of the insolvency of either
Shareholder, the other Shareholder will have the right to
purchase the shares of the insolvent Shareholder in the Dutch JV
for a fully distributed market value. The

insolvency of a Shareholder, or the breach by a Shareholder of
the transfer restrictions, may also result in a suspension of the
rights (including with respect to dividends and voting) attached
to its shares in the Dutch JV.

The Shareholders Agreement provides that neither Shareholder may
engage in a prescribed scope of telecommunications services in
the Netherlands for the time during which it is a Shareholder in
the Dutch JV and for a fixed period thereafter. The non-compete
arrangements are subject to various exceptions, and in respect of
certain of these, the Shareholders are required to offer the
relevant telecommunications services to the Dutch JV on terms
that are at least as favorable as those offered to third parties.
Liberty Global and Vodafone have also agreed to a customary
non-solicitation covenant in relation to the employees of the
Dutch JV and its subsidiaries.

The foregoing descriptions of the Amended and Restated
Contribution Agreement and the Shareholders Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Amended and
Restated Contribution Agreement and the Shareholders Agreement,
copies of which are attached hereto as Exhibits 10.1 and 10.2,
respectively, and the terms of which are incorporated herein by
reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described above, on December 31, 2016, to the Amended and
Restated Contribution Agreement, Liberty Global contributed Ziggo
Group Holding to the Dutch JV. This Current Report on Form 8-K
includes, as an exhibit hereto, the pro forma financial
information of Liberty Global giving effect to the effective
partial disposition of Ziggo Group Holding as of and for the
required periods.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information

The following unaudited pro forma financial information of Liberty
Global plc is filed as Exhibit 99.1 attached hereto:

Unaudited Condensed Consolidated Pro Forma Balance Sheet as of
September 30, 2016

Unaudited Condensed Consolidated Pro Forma Statement of Operations
for the nine months ended September 30, 2016

Unaudited Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2015

Notes to Unaudited Condensed Consolidated Pro Forma Financial
Statements

(d) Exhibits.

Exhibit No.> Name