11 December 2025 LEI: 213800ASI1VZL2ED4S65
Zegona Communications plc1
Declaration of €1.4bn Special Dividend
Zegona today announces that its board of directors has declared the special dividend of €1.4bn to all Zegona ordinary shareholders2. This €1.4bn special dividend is subject to shareholder approval at the Zegona General Meeting on 22 December 20253.
The €1.4bn special dividend is being paid in Euros as EJLSHM4 requires €975m to settle the Vodafone financing in full5. Settling the Vodafone financing in full will enable the cancellation of the 523m Zegona ordinary shares held by EJLSHM. This will reduce Zegona's ordinary shares in issue by 69% from 759m to 236m6. The special dividend will also provide a €440m pro rata payment to other ordinary shareholders.
The special dividend equates to €1.8632 per Zegona ordinary share. This special dividend is payable to Zegona ordinary shareholders on the register of members at the close of business on the record date of 19 December 2025. The special dividend timetable is as follows:
Ex-Dividend Date: 18 December 2025
Record Date: 19 December 2025
General Meeting: 22 December 2025
Payment Date: 7 January 2026
| Investor enquiries: | Media enquiries: | |
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| Alfonso Enríquez | Jaime De Andres | Tilly Abraham (Sodali & Co) | |
| info@zegona.com | jaime.andres@vodafone.com | zegona@info.sodali.com | |
About Zegona
Zegona is publicly listed on the Main Market of the LSE. It was established in 2015 with the objective of investing in businesses in the European Telecommunications, Media and Technology sector and improving their performance to deliver attractive shareholder returns. Zegona is led by former Virgin Media executives Eamonn O'Hare and Robert Samuelson. In 2024, Zegona completed the acquisition of Vodafone Spain.
Notes
1 Zegona
2 €1,414,559,895 equal to €1.8632 per share, equivalent to £1.62098 based on EUR/GBP FX rate of 0.87.
3 Following the announcement of Zegona's capital allocation proposal on 27 November 2025, Zegona has convened a General Meeting ("GM") at 9.00 a.m. on 22 December 2025 to pass the resolution required to be able to implement that policy, including the settlement of the Vodafone financing. A key part of the resolution at the general meeting will be the removal of the requirement for six-months' notice for the settlement of the Vodafone financing. A Circular to Shareholders (the "Circular") containing the Notice of GM was posted on 27 November 2025.
If the resolution is not passed at the General Meeting on 22 December 2025, the special dividend will be cancelled.
4 EJLSHM Funding Limited
5 The redemption of the €900m of preference shares in EJLSHM held by Vodafone Consolidated Holdings Limited (part of Vodafone Group PLC), payment of €75m accrued preferential dividends to 7 January 2026 plus EJLSHM winding up expenses, to ensure full repayment of the Vodafone financing.
6 Post repayment of the Vodafone financing, Zegona will re-designate the Zegona shares held by EJLSHM as non-voting deferred shares with negligible economic rights. This will reduce Zegona's ordinary share count to 235,969,302 shares. The deferred shares will be bought back for £1 in aggregate and cancelled.
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