ZEG Zegona Communications Plc

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14 May 2024

Zegona Communications Plc ("Zegona")

Conditions to Acquisition Satisfied

Further to the announcement on 31 October 2023 in relation to Zegona's acquisition of 100% of Vodafone Holdings Europe, S.L.U. ("Vodafone Spain") for €5.0 billion (the "Acquisition"), Zegona is pleased to announce that it has received the approval of the Council of Ministers (Consejo de Ministros) of the Spanish Government in respect of foreign direct investment into Spain.  Accordingly, all of the conditions to the Acquisition have been satisfied. Completion of the Acquisition ("Completion") is therefore scheduled to take place on 31 May 2024, being the last day of the month in which the conditions were satisfied.

The Acquisition is classified as a reverse takeover under the Listing Rules of the FCA and therefore, Zegona has applied for the 704,149,410 Zegona Shares to be re-admitted to the standard listing segment of the FCA's Official List and to trading on the LSE's Main Market ("Re-admission"). Subject to the approval from each the FCA and LSE, Re-admission is expected to become effective, and dealings in the Zegona Shares are expected to commence, at 8.00 a.m. on 3 June 2024 (the trading day following Completion).

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IMPORTANT INFORMATION

This announcement is an announcement and not a circular or prospectus or equivalent document and prospective investors should not make any investment decision on the basis of its contents.

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Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. Neither this announcement nor any part of it constitutes or forms part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any of the Company's securities in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction in which the same would be unlawful. The securities of the Company may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. The securities referred to herein have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, taken up, resold, transferred or delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There has not been and will be no public offer of the Company's securities in the United States.

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The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.